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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: May 29, 1998
MERIDIAN INDUSTRIAL TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-14166 94-3224765
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(State of Organization) (Commission Number) (IRS Employer I.D. #)
455 Market Street, 17th Floor, San Francisco, California 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 281-3900
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Not Applicable
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(Former name or former address, if changed since last report)
This document contains ___ sequentially numbered pages.
The exhibit index is located on page ____.
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ITEM 5. OTHER EVENTS.
On December 31, 1997, Meridian Industrial Trust, Inc. (the "Company") completed
the acquisition of eight properties located in Arlington, Carrolton and Grand
Prairie, Texas for total consideration of $15.7 million. This portfolio of
properties was acquired from the Estate of James Campbell. In order to comply
with the requirements of Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission regarding audits of acquisitions which are individually
insignificant but in the aggregate significant, the Company hereby files the
accompanying combined statement of revenues and certain expenses of the Estate
of James Campbell Transaction for the year ended December 31, 1997.
For the effect of this acquisition and others made in fiscal year 1997 on the
financial position and results of operations of the Company for that period,
reference is made to the audited balance sheet of the Company as of December 31,
1997 and the unaudited pro forma statement of operations of the Company for the
year ended December 31, 1997 included in Note 17 to the audited financial
statements of the same period, both of which are included in the Company's
Annual Report on Form 10-K, which is incorporated by reference herein.
Reference is also made to the unaudited balance sheet as of March 31, 1998 and
the unaudited results of operations of the Company for the three months then
ended, both of which are included in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1998 and reflect the results of
operations of the assets purchased in the Estate of James Campbell Transaction
for that quarterly period. That Quarterly Report on Form 10-Q is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) EXHIBITS. The following exhibits are attached to this report:
99.1 Combined Statement of Revenues and Certain Expenses of the
Estate of James Campbell Transaction dated February 17,
1998.
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: May 29, 1998 By:
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Robert A. Dobbin
Secretary
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EXHIBIT 99.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Meridian Industrial Trust, Inc.:
We have audited the accompanying combined statement of revenues and certain
expenses of the Estate of James Campbell Transaction, as defined in Note 1, for
the year ended December 31, 1997. This statement is the responsibility of the
management of Meridian Industrial Trust, Inc. (the Company). Our responsibility
is to express an opinion on this combined statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement is free of material
misstatement. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with Rule 3-14 of the Securities and
Exchange Commission's rules and regulations and is not intended to be a complete
presentation of the revenues and expenses of the Estate of James Campbell
Transaction.
In our opinion, the combined financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the
Estate of James Campbell Transaction for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
San Francisco, California,
February 17, 1998
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MERIDIAN INDUSTRIAL TRUST, INC.
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
OF THE ESTATE OF JAMES CAMPBELL TRANSACTION
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<S> <C>
RENTAL REVENUES $1,919
CERTAIN EXPENSES:
Real estate taxes 265
Property operating and maintenance 300
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Revenues in excess of certain expenses $1,354
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The accompanying notes are an integral part of this statement.
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MERIDIAN INDUSTRIAL TRUST, INC.
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
OF THE ESTATE OF JAMES CAMPBELL TRANSACTION
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
1. PROPERTIES ACQUIRED:
The accompanying combined statement of revenues and certain expenses (see
"Basis of Presentation" below) includes the combined operations of eight
light industrial properties (collectively known as "the Estate of James
Campbell") which were acquired by Meridian Industrial Trust, Inc. (the
"Company") from the Estate of James Campbell. The Company and the Estate of
James Campbell entered into a purchase and sale agreement on December 15,
1997 ("the Estate of James Campbell Transaction"), with a closing date of
December 31, 1997.
<TABLE>
<CAPTION>
NO. OF RENTABLE
PROPERTY NAME LOCATION BUILDINGS SQUARE FEET
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<S> <C> <C> <C>
Great Southwest Industrial One Arlington, TX 1 68,962
Great Southwest Industrial Two Arlington, TX 1 68,962
Great Southwest Industrial Three Arlington, TX 1 110,327
Great Southwest Industrial Four Arlington, TX 1 42,350
Great Southwest Industrial Five Arlington, TX 1 104,948
Great Southwest Industrial Six Grand Prairie, TX 1 29,643
Great Southwest Industrial Seven Arlington, TX 1 76,035
Trinity Mills Carrolton, TX 1 106,048
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2. BASIS OF PRESENTATION:
The accompanying combined statement of revenues and certain expenses is not
representative of the actual operations of the Estate of James Campbell for
the period presented. Certain expenses may not be comparable to the
expenses incurred by the Company in the proposed operations of the Estate of
James Campbell; however, the Company is not aware of any material factors
relating to the Estate of James Campbell that would cause the reported
financial information not to be indicative of future operating results.
Expenses included in property operating and maintenance expenses include
utilities, insurance, landscaping, and maintenance and repairs. Excluded
expenses consist primarily of interest expense, depreciation and
amortization, and other costs not directly related to the future operations
of the Estate of James Campbell.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
REVENUE RECOGNITION
All leases are classified as operating leases, and rental revenue is
recognized on a straight-line basis over the terms of the leases. There
are no individual tenants that exceed 10 percent of the rental revenue.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. LEASING ACTIVITY:
Future minimum rental revenues under noncancelable operating lease
agreements in effect at December 31, 1997, are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31 AMOUNT
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<S> <C>
1998 $1,312
1999 1,228
2000 1,169
2001 679
2002 280
Thereafter 459
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Total $5,127
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</TABLE>
In addition to minimum rental payments, certain tenants pay reimbursements
for their pro rata share of specified operating expenses, which amounted to
$417 for the year ended December 31, 1997.
