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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-00018
MERIDIAN INDUSTRIAL TRUST, INC.
SUPPLEMENT TO PROSPECTUS DATED MAY 27, 1997
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THE DATE OF THIS SUPPLEMENT IS DECEMBER 11, 1998.
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The following information supplements the Prospectus dated May 27, 1997
(the "Prospectus"), of Meridian Industrial Trust, Inc., a Maryland
corporation ("Meridian" or the "Company"), relating to 553,000 shares of
common stock, $.001 par value per share (the "Common Stock"), of the Company
issuable upon exercise of the Company's outstanding merger warrants (the
"Merger Warrants"). On April 8, 1996, in connection with the merger of
Meridian Point Realty Trust IV Co., Meridian Point Realty Trust VI Co. and
Meridian Point Realty Trust VII Co. with and into the Company (the "Merger"),
the Company issued 553,000 Merger Warrants pursuant to a Warrant Agreement
dated February 16, 1996. Each Merger Warrant entitles the holder to purchase
one share of Common Stock at a price of $16.23 per share. Unless otherwise
defined herein, certain capitalized terms have the meanings ascribed to them
in the Prospectus.
EXTENSION OF WARRANT EXERCISE PERIOD
On November 16, 1998 in connection with the proposed merger of the
Company with and into ProLogis Trust (the "ProLogis Merger"), the Company
suspended the exercise of the Merger Warrants pending the announcement of the
ProLogis Merger and the updating of certain information contained in the
Prospectus or incorporated in the Prospectus by reference. Under Section 9.2
of the Warrant Agreement, the Company is obligated to extend the exercise
period for the Merger Warrants if the Company suspends the exercisability of
the Merger Warrants during the exercise period for more than ten days. As a
result of the Company's suspension of the exercisability of the Merger
Warrants, the end of the exercise period for the Merger Warrants has been
extended from February 23, 1999 until March 22, 1999. THE MERGER WARRANTS
WILL EXPIRE AND HAVE NO FURTHER VALUE AT THE CLOSE OF BUSINESS ON MARCH 22,
1999.
PROPOSED MERGER WITH PROLOGIS TRUST
On November 16, 1998, the Company and ProLogis Trust ("ProLogis")
entered into an Agreement and Plan of Merger (the "Merger Agreement") that
provides for the merger of the Company with and into ProLogis. Under the
terms of the Merger Agreement, at the effective time of the Merger each
outstanding share of Common Stock will be converted into the right to receive
1.10 ProLogis common shares, and, if and to the extent that the average
trading price for the ProLogis common shares is less than $22.275 per share
for 15 trading days randomly selected from the 30-trading day period ending
five trading days prior to the closing of the ProLogis Merger, up to $2.00 in
cash.
The Company currently expects that the closing of the ProLogis Merger
will occur on or before March 30, 1999. The record date for determining the
Meridian stockholders who will be entitled to vote at a special meeting to be
called to approve the Merger has not been set by the Company's Board of
Directors. The Company currently expects that the record date will be in
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February. This Supplement is not intended as a solicitation of a proxy. A
Proxy Statement describing the ProLogis Merger in detail will be distributed
to Meridian common stockholders after the record date.
DESCRIPTION OF PROLOGIS' BUSINESS
ProLogis is the largest publicly-held, U.S.-based global provider of
distribution facilities with more than 1,200 facilities owned and operated
throughout North America and Europe. At September 30, 1998, ProLogis had
127.4 million square feet of industrial distribution facilities, which
includes 115.5 million square feet of operating facilities and 11.9 million
square feet under development, in 90 North American and European markets.
ProLogis engages in the acquisition, development, marketing, operation
and long-term ownership of distribution facilities. ProLogis has the
resources to provide an array of financial, development and operating
services, including: (i) market research, (ii) building and land acquisition
and due diligence, (iii) master-planned distribution park design and building
construction and (iv) marketing, asset and leasing management.
ProLogis deploys capital in markets with long-term growth prospects and
in markets where it believes it can achieve a strong market position through
the acquisition and development of flexible facilities for warehousing,
distribution and light manufacturing uses. ProLogis expanded its operations
into Mexico and Europe in 1997 to meet the needs of its targeted national and
international customers as they expand and reconfigure their distribution
facility requirements globally.
MARKET INFORMATION REGARDING PROLOGIS COMMON SHARES
<TABLE>
<CAPTION>
ProLogis Common Shares
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Per Share
High Low Distributions
------- ------- -------------
<S> <C> <C> <C>
1996
First Quarter $18 7/8 $16 1/2 $0.2525 (1)
Second Quarter 18 16 7/8 0.2525
Third Quarter 18 1/4 16 7/8 0.2525
Fourth Quarter 22 1/2 17 7/8 0.2525
1997
First Quarter $22 1/2 $19 7/8 $0.2675 (2)
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Second Quarter 21 3/4 18 7/8 0.2675
Third Quarter 23 5/8 20 3/4 0.2675
Fourth Quarter 25 1/2 22 1/2 0.2675
1998
First Quarter $26 1/2 $24 3/16 $0.2850 (3)
Second Quarter 26 1/4 22 3/4 0.3183 (4)
Third Quarter 26 1/8 19 13/16 0.3183
</TABLE>
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(1) Declared in the fourth quarter of 1995 and paid in the first quarter of
1996.
(2) Declared in the fourth quarter of 1996 and paid in the first quarter of
1997.
(3) Declared in the fourth quarter of 1997 and paid in the first quarter of
1998.
(4) On March 5, 1998 the ProLogis Board announced a projected increase in the
1998 distribution level to $1.24 per ProLogis Common Share which increased
the quarterly distribution for the remaining quarters of 1996 to $0.3183
per ProLogis Common Share.
WHERE YOU CAN FIND MORE INFORMATION ABOUT PROLOGIS
ProLogis is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and files reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any materials ProLogis files with the Securities and Exchange
Commission at its Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. In addition, the Securities and Exchange Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
and the address of that site is http://www.sec.gov. ProLogis' outstanding
common shares are listed on the New York Stock Exchange under the symbol
"PLD", and all reports, proxy statements and other information filed by
ProLogis with the New York Stock Exchange may be inspected at the New York
Stock Exchange's offices at 20 Broad Street, New York, New York 10005.
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ProLogis' recent filings with the Securities and Exchange Commission
include the documents listed below:
(a) ProLogis' annual report on Form 10-K for the year ended December 31,
1997;
(b) ProLogis' quarterly reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998; and
(c) ProLogis' current reports on Form 8-K filed March 13, March 17,
April 7, April 13, April 23, April 28, April 30, November 18,
December 4, and December 10, 1998.
In addition, ProLogis' registration statement on Form 8-A filed February
23, 1994 describes its shares of beneficial interest and related preferred
shares purchase rights.
You may request a copy of each of the above-listed ProLogis documents at
no cost, by writing or telephoning ProLogis at the following address or
telephone number:
Investor Relations Department
ProLogis Trust
14100 East 35th Place
Aurora, Colorado 80011
(303) 375-9292
(800) 820-0181
