<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
Meridian Industrial Trust, Inc.
-------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
589 643 105
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael T. Bierman, Esq.
Fountain Place, 20th Floor
1445 Ross at Field
Dallas, Texas 75202
(214) 978-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 1997
- --------------------------------------------------------------------------------
(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).
(Continued on following pages(s))
Page 1 of 12 Pages
Exhibit Index located on page 11.
<PAGE> 2
CUSIP NO. 589 643 105 Page 2 of 12 Pages
------------- ----- ------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Hunt Realty Acquisitions, L.P. (See Item 2)
2
Check the Appropriate Box if a Member of a Group*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0 (See Item 5)
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 589 643 105 Page 3 of 12 Pages
------------ ----- -----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Hunt Acquisitions Partners, Ltd.
2
Check the Appropriate Box if a Member of a Group*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,027,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
1,027,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
7.56% (See Item 5)
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 589 643 105 Page 4 of 12 Pages
-------------- ----- -----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RLH Investments, Inc.
2
Check the Appropriate Box if a Member of a Group*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,027,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
1,027,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
7.56% (See Item 5)
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 589 643 105 Page 5 of 12 Pages
------------ ----- -----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ray L. Hunt
2
Check the Appropriate Box if a Member of a Group*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,027,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
1,027,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
7.56% (See Item 5)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Common Stock, $.001 par value ("MIT Common Stock"), of Meridian Industrial
Trust, Inc., a Maryland corporation (the "Company"). The address of the
principal executive offices of the Company is 455 Market Street, 17th Floor,
San Francisco, California 94105.
Item 2. Identity and Background.
Hunt Realty Acquisitions, L.P., a Delaware limited partnership
("Acquisitions"), Hunt Acquisitions Partners, Ltd., a Texas limited partnership
("Partners"), RLH Investments, Inc., a Texas corporation ("RLH"), and Ray L.
Hunt ("Hunt") are filing this Statement. Acquisitions and Partners were
organized in 1995 for the purpose of acquiring for investment a significant
equity interest in Meridian Point Realty Trust IV Co. ("Trust 4"), Meridian
Point Realty Trust VI Co. ("Trust 6"), and Meridian Point Realty Trust VII Co.
("Trust 7"), each of which were Missouri corporations (together, the
"Predecessor Trusts"). The Predecessor Trusts were merged with and into the
Company on February 23, 1996 (the "Merger"), pursuant to the terms of that
certain Amended and Restated Agreement and Plan of Merger dated as of November
10, 1995, by and among the Company and the Predecessor Trusts (the "Merger
Agreement"). RLH was incorporated in August 1984. RLH is an investment
vehicle for the personal investments of Hunt. The address of the principal
place of business and principal office of each of Acquisitions, Partners, RLH,
and Hunt is Fountain Place, 20th Floor, 1445 Ross at Field, Dallas, Texas
75202.
On March 7,1997, Acquisitions dissolved in accordance with the terms of
that certain Amended and Restated Agreement of Limited Partnership of Hunt
Realty Acquisitions, L.P. (the "Partnership Agreement"). Upon the dissolution,
1,027,581 shares (51%) of the MIT Common Stock previously held by Acquisitions
was distributed to Partners in accordance with the terms of the Partnership
Agreement.
(a)-(c), (f). Partners was the general partner of Acquisitions and held
a 51% general partnership interest in Acquisitions. The general partner of
Partners is RLH which holds a 1% general partner interest in Partners. Hunt
owns 100% of the issued and outstanding voting securities of RLH. The name;
business address; present principal occupation or employment; and the name,
principal business and address of each corporation or other organization in
which such occupation or employment is conducted for each executive officer or
director, each controlling person, and each executive officer or director of
such controlling person of Acquisitions, Partners, and RLH are set forth on
Schedule 1 hereto, which Schedule is incorporated herein by reference. All
such persons are United States citizens.
(d) and (e). Neither Acquisitions, Partners, RLH, Hunt, nor, to the
best knowledge of Partners, RLH, or Hunt, any of the persons listed on Schedule
1 attached hereto, has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation of such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of the Merger Agreement, the shares of capital
stock of the Predecessor Trusts held by Acquisitions were converted into shares
of MIT Common Stock as follows:
* 1,493,175 shares of common stock of Trust 4 were converted into
213,673 shares of MIT Common Stock;
* 2,413,484 shares of preferred stock of Trust 6 were converted
into 825,170 shares of MIT Common Stock; and
* 2,913,677 shares of preferred stock of Trust 7 were converted
into 976,023 shares of MIT Common Stock.
Item 4. Purpose of Transaction.
Acquisitions acquired 2,014,866 shares of MIT Common Stock (the
"Shares") pursuant to the terms of the Merger Agreement which it held for
investment purposes. Upon the dissolution of Acquisitions, 1,027,581 shares of
MIT Common Stock were distributed to Partners which is holding them for
investment purposes.
Investor Rights Agreement. Pursuant to the terms of that certain
Amended and Restated Investor Rights Agreement dated as of February 23, 1996,
by and among the Company, Acquisitions and certain other stockholders of the
Company parties thereto (the "Investor Rights Agreement"), Acquisitions had the
right, at the closing of the Merger, to require the Company to appoint an
individual designated by Acquisitions to serve as a director of the Company.
In addition, the Investor Rights Agreement obligate the Company to nominate an
individual designated by Acquisitions for election to the Company's Board of
Directors at the first annual meeting of the Company after the closing of the
Merger. Acquisitions selected Mr. C.E. Cornutt, a current member of the Board
of Directors of the Company, as such designee and Mr. Cornutt was elected as a
director of the Company. The foregoing summary of the Investor Rights
Agreement is qualified in its entirety by reference to the copy of the Investor
Rights Agreement attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Upon the dissolution of Acquisitions, Partners as the distributee of
Acquisitions succeeded to all the rights of Acquisitions under the Investor
Rights Agreement.
Item 5. Interest in the Securities of the Issuer.
(a)(b) Partners holds 1,027,581 shares of MIT Common Stock. Hunt
controls RLH, which is the general partner of Partners, therefore each may be
deemed to own beneficially the shares which Partners beneficially owns.
Accordingly, Partners, RLH, and Hunt may be deemed to share dispositive and
voting power with respect to such shares.
According to the Prospectus dated November 19, 1996 included in the
Company's Registration Statement on Form S-11 that was declared effective on
November 19, 1996, upon the
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closing of the offering described therein the Company expected to have
13,595,536 issued and outstanding shares of MIT Common Stock. On the basis of
such disclosure, Partners beneficially owns 7.56% of the issued and outstanding
shares of MIT Common Stock.
(c) Except as set forth herein, neither Partners nor any person named
in response to Item 2 (including those persons named in Schedule 1 attached
hereto) has engaged in any transaction with respect to the MIT Common Stock
during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Investor Rights Agreement. The Investor Rights Agreement (in addition
to the rights described under Item 4) provided Acquisitions (and now provides
Partners) and the other stockholders named therein with certain rights
regarding the registration for resale under the Securities Act of 1933, as
amended (the "Securities Act") of any shares of MIT Common Stock held by such
entities. Under the Investor Rights Agreement, Acquisitions (and certain
permitted transferees of Acquisitions, including Partners) have the right to
require the Company (a) to file a "shelf" registration statement with respect
to the shares of MIT Common Stock held by each party to the Investor Rights
Agreement (or assignee thereof) that elects to participate in such
registration, which shall be declared effective on or after February 23, 1997
and kept effective for a period of three years, (b) at any time after February
23, 1997, to file a registration statement registering the resale by such
person of any shares of MIT Common Stock held by it, and (c) to permit such
person to include shares of MIT Common Stock held by it in the registration
statement (subject to certain limitations) filed by the Company.
Under the Investor Rights Agreement, Acquisitions agreed not to transfer
any of its Shares for a one year period beginning on February 23, 1996, subject
to certain exceptions, including, (a) pursuant to its exercise of piggyback
registration rights as described above, (b) upon a voluntary or involuntary
dissolution or liquidation of Acquisitions, (c) to certain entities affiliated
with Acquisitions, and (d) in connection with a pledge of any of the Shares to
secure indebtedness of Acquisitions. This period ended on February 23, 1997
and therefor Partners is not subject to these restrictions.
Excepted Holder Agreement. On February 23, 1996, Acquisitions and the
Company entered into an Amended and Restated Excepted Holder Agreement (the
"Excepted Holder Agreement"). Under the Excepted Holder Agreement,
Acquisitions makes certain representations and covenants regarding its
ownership of MIT Common Stock and its ownership interests in tenants of the
Company that are intended to insure the Company's ability to qualify as a real
estate investment trust under the Internal Revenue Code of 1986, as amended.
In addition, the Excepted Holder Agreement established a maximum percentage of
the outstanding shares of MIT Common Stock (the "Ownership Limit") that
Acquisitions or potential transferees (including Partners) of Acquisitions may
own. A violation of the Ownership Limit or certain other covenants in the
Excepted Holder Agreement would cause shares of MIT Common Stock then held by
Acquisitions
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(or its transferees) to be transferred to a trustee for the benefit of a
charitable beneficiary as provided in the Second Amended and Restated Articles
of Incorporation of the Company. In the event of such a transfer in trust,
Acquisitions (or any applicable transferee) would have no rights or economic
interest in the shares of MIT Common Stock so transferred and only would be
entitled to receive certain proceeds upon the sale of such shares by the
trustee.
The summary of the Excepted Holder Agreement set forth above is
qualified in its entirety by reference to the Excepted Holder Agreement, a copy
of which is attached hereto as Exhibit 10.2 and incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 99.1 Agreement to Report by and among Hunt Realty
Acquisitions, L.P., Hunt Acquisitions Partners,
Ltd., RLH Investments, Inc., and Ray L. Hunt, dated
March 1, 1995 (incorporated by reference to Exhibit
A to the Schedule 13D filed by the Filing Partners
on March 5, 1996).
EXHIBIT 10.1 Amended and Restated Investor Rights Agreement, by
and among Hunt Realty Acquisitions, L.P. and
Meridian Industrial Trust, Inc., and the other
parties named therein, dated February 23, 1996
(incorporated by reference to Exhibit B to the
Schedule 13D filed by the Filing Partners on March
5, 1996).
EXHIBIT 10.2 Amended and Restated Excepted Holder Agreement by
and between Hunt Realty Acquisitions, L.P. and
Meridian Industrial Trust, Inc. dated February 23,
1996 (incorporated by reference to Exhibit C to the
Schedule 13D filed by the Filing Partners on March
5, 1996).
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<PAGE> 10
SIGNATURE
After due 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.
Date: March 7, 1997 HUNT REALTY ACQUISITIONS, L.P., a Delaware
limited partnership
By: Hunt Acquisitions Partners, a Texas
limited partnership, its general
partner
By: RLH Investments, Inc., a Texas
corporation, its general
partner
By: /s/ THOMAS E. MEURER
---------------------------
Name: Thomas E. Meurer
Title: Vice President
Date: March 7, 1997 HUNT ACQUISITIONS PARTNERS, LTD., a Texas
limited partnership
By: RLH Investments, Inc., a Texas
corporation
By: /s/ THOMAS E. MEURER
----------------------------------
Name: Thomas E. Meurer
Title: Vice President
Date: March 7, 1997 RLH INVESTMENTS, INC., a Texas
corporation
By: /s/ THOMAS E. MEURER
----------------------------------
Name: Thomas E. Meurer
Title: Vice President
Date: March 7, 1997 /s/ RAY L. HUNT
---------------------------------------------
Ray L. Hunt, Individually
Page 10 of 12
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
No.
-------
<S> <C> <C>
EXHIBIT 99.1 Agreement to Report by and among Hunt Realty
Acquisitions, L.P., Hunt Acquisitions Partners,
Ltd., RLH Investments, Inc., and Ray L. Hunt, dated
March 1, 1995 (incorporated by reference to
Exhibit A to the Schedule 13D filed by the Filing
Partners on March 5, 1996)
EXHIBIT 10.1 Amended and Restated Investor Rights Agreement, by
and among Hunt Realty Acquisitions, L.P. and
Meridian Industrial Trust, Inc., and the other
parties named therein, dated February 23, 1996
(incorporated by reference to Exhibit B to the
Schedule 13D filed by the Filing Partners on
March 5, 1996)
EXHIBIT 10.2 Amended and Restated Excepted Holder Agreement by
and between Hunt Realty Acquisitions, L.P. and
Meridian Industrial Trust, Inc. dated February 23,
1996 (incorporated by reference to Exhibit C to the
Schedule 13D filed by the Filing Partners on
March 5, 1996)
</TABLE>
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SCHEDULE 1
CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING
PERSONS OF HUNT REALTY ACQUISITIONS, L.P., HUNT
ACQUISITIONS PARTNERS, L.P., AND RLH INVESTMENTS, INC.
1. HUNT REALTY ACQUISITIONS, L.P.
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
Hunt Acquisitions 1445 Ross at General Partner of Hunt Realty
Partners, L.P. Field, 17th Floor Acquisitions, L.P.
Dallas, Texas
75202
2. HUNT ACQUISITIONS PARTNERS, L.P.
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
RLH Investments, Ltd. 1445 Ross at General Partner of Hunt
Field, 17th Floor Acquisitions Partners, Ltd.
Dallas, Texas
75202
3. RLH INVESTMENTS, INC.
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
Ray L. Hunt 1445 Ross at President and Chief Executive
Director, President Field, 17th Floor Officer of Hunt Consolidated,
Dallas, Texas Inc. ("HCI"), a Delaware
75202 corporation and the parent
company for several operating
businesses
Richard A. Massman 1445 Ross at Senior Vice President and
Director, Vice Field, 17th Floor General Counsel of HCI
President and Secretary Dallas, Texas
75202
Thomas E. Meurer 1445 Ross at Senior Vice President and
Director, Vice Field, 17th Floor President of AgHoc, Inc., a
President Dallas, Texas Delaware corporation that is
75202 the agribusiness subsidiary of
HCI
Elizabeth A. Lund 1445 Ross at Vice President and Treasurer
Vice President and Field, 17th Floor of RLH Investments, Inc.
Treasurer Dallas, Texas
75202
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