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MERIDIAN INDUSTRIAL TRUST, INC.
SUPPLEMENT TO PROXY STATEMENT DATED SEPTEMBER 5, 1997
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THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 15, 1997
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The following information supplements the Proxy Statement of Meridian
Industrial Trust, Inc., a Maryland corporation (the "Company"), dated
September 5, 1997. The Proxy Statement was distributed by the Company to
solicit proxies for a September 24, 1997 special meeting of the Company's
stockholders being held to consider the issuance of (a) up to 7,546,902
shares of the Company's common stock, par value $.001 ("Common Stock"), to
Ameritech Pension Trust ("Ameritech") in connection with an acquisition of
certain warehouse/distribution properties and related assets from Ameritech,
and (b) 7,096,513 shares of Common Stock to The Prudential Insurance Company
of America ("Prudential") and three accounts managed by Prudential
(collectively with Prudential, the "Prudential Purchasers") in connection
with stock purchase agreements entered into between the Company and each of
the Prudential Purchasers. Unless otherwise defined herein, certain
capitalized terms have the meanings ascribed to them in the Proxy Statement.
RECENT DEVELOPMENTS REGARDING THE PRUDENTIAL PROPERTY PORTFOLIO
The Company is currently negotiating a transaction in which the Company
would either sell, or assign its rights to purchase, the Jacksonville,
Florida and New Orleans, Louisiana warehouse/industrial properties that are
included in the Prudential property portfolio. In the aggregate, these
properties represent approximately 1.7 million square feet (32.4% of the
Prudential property portfolio). The aggregate purchase price allocated to the
Jacksonville and New Orleans properties in the Prudential Property Agreements
is approximately $49.7 million. See "Prudential Portfolio Property
Description."
If the above described transaction occurs, the Company currently expects
that (a) the transaction would occur concurrently with the closing of the
Prudential Stock Transaction and the Prudential Property Transaction and (b)
the transaction would reduce the amount the Company is required to borrow
under its unsecured credit facility in connection with the Prudential
Property Transaction. See "Meridian Industrial Trust, Inc. - Selected
Financial and Other Data." The potential transaction is still in the
negotiation stage, and there can be no assurance that it will be completed.
