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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 10, 1998
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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)
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Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the
Registrant hereby amends and restates its Current Report on Form 8-K dated
November 10, 1998 in its entirety as follows.
ITEM 5. OTHER EVENTS.
On September 29, 1998, Meridian Industrial Trust, Inc. (the "Company") completed
the acquisition of three properties located in Sacramento, Tracy and Woodland
California (the "Oates Portfolio") for total consideration of $22.0 million. 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 when taken together with other acquisitions are
in the aggregate significant, the Company hereby files the accompanying combined
statements of revenues and certain expenses of the Oates Portfolio for the year
ended December 31, 1997 and for the six months ended June 30, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) EXHIBITS. The following exhibits are attached to this report:
23.1 Consent of Independent Public Accountants.
99.1 Combined Statements of Revenues and Certain Expenses of
the Oates Portfolio for the year ended December 31,
1997 and for the six months ended June 30, 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: February 24, 1999 By: /s/ Robert A. Dobbin
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Robert A. Dobbin
Secretary
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated September 20, 1998 included in this Report on Form 8-K, into
the Company's previously filed Registration Statements File Nos. 333-24579
and 333-57101.
/s/ Arthur Andersen LLP
San Francisco, California
February 24, 1999
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EXHIBIT 99.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Meridian Industrial Trust, Inc.:
We have audited the accompanying combined statement of revenues and certain
expenses of the Oates Portfolio, as defined in Note 1, for the year ended
December 31, 1997. This combined financial statement is the responsibility of
the management of Meridian Industrial Trust, Inc. Our responsibility is to
express an opinion on this financial 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 financial statements are 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
financial statement presentation. We believe that our audit provides a
reasonable basis of 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 Oates Portfolio.
In our opinion, the combined financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the Oates
Portfolio for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ Arthur Andersen LLP
San Francisco, California,
September 20, 1998
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MERIDIAN INDUSTRIAL TRUST, INC.
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
OF THE OATES PORTFOLIO
FOR THE YEAR ENDED DECEMBER 31, 1997,
AND FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS)
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<CAPTION>
1997 1998
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(UNAUDITED)
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RENTAL REVENUE $ 1,682 $ 816
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CERTAIN EXPENSES:
Real estate taxes 209 102
Property operating and maintenance 56 38
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Total expenses 265 140
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Revenues in excess of certain expenses $ 1,417 $ 676
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The accompanying notes are an integral part of these statements.
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MERIDIAN INDUSTRIAL TRUST, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. BASIS OF PRESENTATION:
PORTFOLIO ACQUIRED
The accompanying combined statements of revenues and certain expenses include
the operations (see "Basis of Presentation" below) of 550 N. Pioneer, 6300 South
Watt Avenue, and 2015 N. MacArthur Drive (collectively, the Oates Portfolio),
which are industrial properties located in Sacramento, California, that were
acquired by Meridian Industrial Trust, Inc. (the Company) in September 1998 for
a combined purchase price of $21,977,000. The Oates Portfolio comprises
695,463 combined square feet.
BASIS OF PRESENTATION
The accompanying combined statements of revenues and certain expenses are not
representative of the actual operations of the Oates Portfolio for the periods
presented. Certain expenses may not be comparable to the expenses expected to
be incurred by the Company in the proposed future operations of the Oates
Portfolio; however, the Company is not aware of any material factors relating to
the Oates Portfolio that would cause the reported financial information not to
be indicative of future operating results.
As of June 30, 1998, two of the Oates Portfolio's five tenants directly pay all
recurring operating expenses, including maintenance, utilities, and landscaping.
The Oates Portfolio pays only insurance and management fees directly. Other
excluded expenses consist primarily of interest expense, depreciation and
amortization, and other costs not directly related to the future operations of
the Oates Portfolio.
The financial information presented for the six months ended June 30, 1998, is
not audited. In the opinion of management, the unaudited financial information
contains all adjustments, consisting of normal recurring accruals, necessary for
a fair presentation of the combined statement of revenues and certain expenses
of the Oates Portfolio for the period then ended.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
REVENUE RECOGNITION
All leases are classified as operating leases, and rental revenue is recognized
over the terms of the leases.
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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.
3. LEASING ACTIVITY:
Future minimum rental revenues under noncancelable operating lease agreements in
effect at June 30, 1998, and annually thereafter are as follows (in thousands):
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<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31
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1998 (6 months) $ 978
1999 1,866
2000 1,773
2001 1,800
2002 1,322
Thereafter 3,793
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Total $ 11,532
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In addition to minimum rental payments, tenants pay reimbursements for their pro
rata share of specified operating expenses, which amounted to $110,000 for the
year ended December 31, 1997, and $68,000 for the six months ended June 30, 1998
(unaudited). Certain leases contain options to renew.
