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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )*
MISSION WEST PROPERTIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
605200203
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(CUSIP Number)
MARCH 18, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 4
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CUSIP NO. 605200203 SCHEDULE 13G
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INGALLS & SNYDER LLC
13-5156620
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK STATE
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(5) SOLE VOTING POWER
NUMBER OF 969900
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 1025067
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 969900
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(8) SHARED DISPOSITIVE POWER
1866267
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2836167 Shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [x ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.6%
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(12) TYPE OF REPORTING PERSON*
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ITEM 1(a). Name of Issuer:
MISSION WEST PROPERTIES, INC.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
10050 BANDLEY DRIVE
CUPERTINO, CA 95014
ITEM 2(a) Name of Person Filing:
INGALLS & SNYDER LLC
ITEM 2(b) Address of Principal Business Office or, if none, Residence:
61 BROADWAY
NEW YORK, NY 10006
ITEM 2(c) Citizenship:
NEW YORK STATE LLC
ITEM 2(d) Title of Class of Securities:
COMMON STOCK
ITEM 2(e) CUSIP Number:
605200203
ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)or
(c), Check Whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a) (6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a) (19) of the Exchange Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment advisor in accordance with Rule 13d-1 (1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b) (1) (ii) (F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b) (1) (ii) (G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1c, check this box [_]
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 2836167 Shares
(b) Percent of Class: 34.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 969900
(ii) shared power to vote or to direct the vote: 1025067
(iii) sole power to dispose or to direct the disposition of:
969900
(iv) shared power to dispose or to direct the disposition of:
1866267
Amounts listed in Item 4 exclude shares owned by Marquette National
Corporation. Dan McCarthy, a Senior Director of Ingalls & Snyder LLC, is a
Director of and owns stock in Marquette National Corporation.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Shares beneficially owned by the reporting person reflect shares held
in brokerage accounts over which the reporting person has discretionary
authority (including 1025067 shares held by Ingalls & Snyder Value Partners,
L.P.("ISVP") (Robert Gipson, a Senior Director on Ingalls & Snyder LLC, and
Thomas O. Boucher Jr., a Managing Director of Ingalls & Snyder LLC, are the
General Partners of and have voting authority over the shares owned by ISVP)
and shares held by members of the reporting person (including 870000 shares
held by Dan McCarthy, a Senior Director of Ingalls & Snyder LLC). ISVP and
McCarthy have each filed separate Schedule 13Gs for these shares).
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
(a) BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE HELD IN THE
ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIERED AND ARE NOT HELD FOR THE
PURPOSE OF OR WITH THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF
THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR
EFFECT.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
APRIL 7, 1999
INGALLS & SNYDER LLC
By: /s/ EDWARD H. OBERST
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EDWARD H. OBERST
MANAGING DIRECTOR
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