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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 27, 1998
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MERIDIAN INDUSTRIAL TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-14166 94-3224765
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
455 MARKET STREET 94105
17TH FLOOR (Zip code)
SAN FRANCISCO, CALIFORNIA
(Address of principal executive
offices)
Registrant's telephone number, including area code: (415) 228-3900
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ITEM 5. OTHER EVENTS.
ADOPTION OF SHAREHOLDERS RIGHTS PLAN. On February 27, 1998, the Board
of Directors of Meridian Industrial Trust, Inc., a Maryland corporation (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.001 per share
(the "Common Shares"), of the Company. The dividend is payable to the
stockholders of record on March 16, 1998 (the "Record Date"). As of March 6,
1998, 30,186,468 Common Shares were issued and outstanding. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series C Junior Participating Preferred Stock, par value $.001 per share (the
"Preferred Shares"), of the Company, at a price of $100 per one one-thousandth
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of March 12, 1998, between the Company and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to
all Common Shares, whether held in certificated or book entry form, and no
separate Right Certificate will be distributed. The Rights will separate from
the Common Shares and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Voting Shares (as defined in the
Rights Agreement) of the Company, subject to certain exceptions with respect to
stockholders that beneficially owned more than 15% of the Company's outstanding
Voting Shares on the date the Rights Agreement was adopted (the "Ownership
Limit"), or (ii) 10 business days following the commencement or announcement of
an intention to commence a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group in excess of
the Ownership Limit.
Until the Distribution Date (or earlier redemption or expiration of
the Rights) (i) with respect to Common Shares outstanding on the Record Date
that are held in certificated form, the Rights will be evidenced by the
certificates representing such Common Shares with a copy of the Summary of
Rights to Purchase Preferred Shares included as Exhibit 4.4 hereto (the "Summary
of Rights") attached thereto, (ii) with respect to Common Shares outstanding on
the Record Date that are held in book entry form, the Rights will be evidenced
a notation in the records of the Rights Agent (which also serves as the transfer
agent for the Common Shares), (iii) the Rights will be transferred with and only
with the Common Shares, (iv) new Common Share certificates issued after the
Record Date, upon transfer or new issuance of the Common Shares in certificated
form, will contain a notation incorporating the Rights Agreement by reference,
and (v) the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights. After the Distribution Date the Rights will not be held in
book-entry form.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on March 12, 2008 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.
If a person or group were to acquire Voting Shares of the Company in
excess of the Ownership Limit, each Right then outstanding (other than Rights
beneficially owned by the Acquiring Person which would become null and void)
would become a right to buy that number of Common Shares (or under certain
circumstances, the equivalent number of one one-thousandths of a Preferred
Share) that at the time of such acquisition would have a market value of two
times the Purchase Price of the Right.
If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number
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of shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the Purchase Price of the
Right.
PREFERRED SHARES. The dividend and liquidation rights, and the
non-redemption feature, of the Preferred Shares are designed so that the value
of one one-thousandth of a Preferred Share purchasable upon exercise of each
Right will approximate the value of one Common Share. The Preferred Shares
issuable upon exercise of the Rights will be non-redeemable and rank junior to
all other series of the Company's preferred stock. Each whole Preferred Share
will be entitled to receive a quarterly preferential dividend in an amount per
share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000
times the dividend declared on the Common Shares. In the event of liquidation,
the holders of the Preferred Shares will be entitled to receive a preferential
liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the
aggregate, 1,000 times the payment made on the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged for or changed into other stock or securities, cash or other property,
each whole Preferred Share will be entitled to receive 1,000 times the amount
received per Common Share. Each whole Preferred Share shall be entitled to
1,000 votes on all matters submitted to a vote of the stockholders of the
Company, and Preferred Shares shall generally vote together as one class with
the Common Stock and any other capital stock on all matters submitted to a vote
of stockholders of the Company.
The offer and sale of the Preferred Shares issuable upon exercise of
the Rights will be registered with the Securities and Exchange Commission and
such registration will not be effective until the Rights become exercisable.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of one one-thousandths
of a Preferred Share or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial ownership of the
outstanding Voting Shares of the Company in excess of the Ownership Limit and
before the acquisition by a person or group of 50% or more of the outstanding
Voting Shares of the Company, the Board of Directors may, at its option, issue
Common Shares in mandatory redemption of, and in exchange for, all or part of
the then outstanding and exercisable Rights (other than Rights owned by such
person or group which would become null and void) at an exchange ratio of one
Common Share (or one one-thousandth of a Preferred Share) for each two Common
Shares for which each Right is then exercisable, subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public
announcement that a person or group has become the beneficial owner of Voting
Shares in excess of the Ownership Limit, the Board of Directors of the Company
(including at least a majority of the Continuing Directors) may redeem all but
not less than all the then outstanding Rights at a price of $0.001 per Right
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors
(including at least a majority of the Continuing Directors)2 in its sole
discretion may establish. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
NO RIGHTS AS STOCKHOLDER. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the
Board of Directors of the Company (including at least a majority of the
Continuing Directors) without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration Date, and, provided a
Distribution Date has not occurred, to extend the period during which the Rights
may be redeemed, except that after the first public announcement that a person
or group
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has become the beneficial owner of outstanding Voting Shares in excess of the
Ownership Limit, no such amendment may materially and adversely affect the
interests of the holders of the Rights.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
form of Certificate of Designation of Series C Junior Participating Preferred
Stock, form of Right Certificate, form of the Summary of Rights and the specimen
of the legend to be placed on new Common Share certificates, filed as exhibits
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1. Rights Agreement, dated as of March 12, 1998, between the
Company and the Rights Agent, specifying the terms of the Rights, which
includes the form of Certificate of Designation of Series C Junior
Participating Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the form of the Summary of Rights as Exhibit C (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A
dated March 16, 1998).
4.2. Form of Certificate of Designation of Series C Junior
Participating Preferred Stock (included as Exhibit A to the Rights Agreement
filed as Exhibit 4.1 hereto) setting forth the terms of the Series C Junior
Participating Preferred Stock, par value $.001 per share (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on Form 8-A
dated March 16, 1998).
4.3. Form of Right Certificate (included as Exhibit B to the
Rights Agreement filed as Exhibit 4.1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered until as soon as
practicable after the Distribution Date (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form 8-A dated March 16, 1998).
4.4. Form of Summary of Rights to Purchase Preferred Shares
(included as Exhibit C to Rights Agreement filed as Exhibit 4.1 hereto)
which, together with certificates representing the outstanding Common Shares
of the Company, shall represent the Rights prior to the Distribution Date
(incorporated by reference to Exhibit 4.4 to the Company's Registration
Statement on Form 8-A dated March 16, 1998).
4.5. Specimen of legend to be placed, pursuant to Section 3(d) of
the Rights Agreement, on all new Common Share certificates issued by the Company
after March 16, 1998 and prior to the Distribution Date upon transfer, exchange
or new issuance.
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SIGNATURE
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.
MERIDIAN INDUSTRIAL TRUST, INC.
Date: March 16, 1998 By:/s/ Robert A. Dobbin
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Name: Robert A. Dobbin
Title: Secretary and General Counsel
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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4.1 Rights Agreement, dated as of March 12, 1998,
between the Company and the Rights Agent,
specifying the terms of the Rights, which includes
the form of Certificate of Designation of Series C
Junior Participating Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B and the
form of the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A dated
March 16, 1998).
4.2 Form of Certificate of Designation of Series C
Junior Participating Preferred Stock (included as
Exhibit A to the Rights Agreement filed as Exhibit
4.1 hereto) setting forth the terms of the Series C
Junior Participating Preferred Stock, par value
$.001 per share (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement
on Form 8-A dated March 16, 1998).
4.3 Form of Right Certificate (included as Exhibit B to
the Rights Agreement filed as Exhibit 4.1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be delivered until as soon as
practicable after the Distribution Date
(incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form 8-A dated
March 16, 1998).
4.4 Form of Summary of Rights to Purchase Preferred
Shares (included as Exhibit C to Rights Agreement
filed as Exhibit 4.1 hereto) which, together with
certificates representing the outstanding Common
Shares of the Company, shall represent the Rights
prior to the Distribution Date (incorporated by
reference to Exhibit 4.4 to the Company's
Registration Statement on Form 8-A dated March 16,
1998).
4.5. Specimen of legend to be placed, pursuant to
Section 3(d) of the Rights Agreement, on all new
Common Share certificates issued by the Company
after March 16, 1998 and prior to the Distribution
Date upon transfer, exchange or new issuance.
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Legend for Common Stock Certificates
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Meridian Industrial Trust, Inc. (the
"Company") and First Chicago Trust Company of New York, dated as of March 12,
1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices
of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. As described in the Rights Agreement, Rights issued
to or acquired by any Acquiring Person or any Affiliate or Associate thereof
(each as defined in the Rights Agreement) shall, under certain circumstances,
become null and void.
