<PAGE> 1
------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response.......14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7 )*
MISSION WEST PROPERTIES, INC.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
605203108
-----------------------------------------
(CUSIP Number)
May 4, 2000
-----------------------------------------
(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
<PAGE> 2
CUSIP NO. 605203108 SCHEDULE 13G
---------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INGALLS & SNYDER LLC
13-5156620
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK STATE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 106,447
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 804,000
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 106,447
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
1,518,800
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,625,247
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
BD
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
----- -----
<PAGE> 3
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:
605203108
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: 1,625,247 Shares
(b) Percent of Class: 9.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 106,447 Shares
(ii) shared power to vote or to direct the vote: 804,000
(iii) sole power to dispose or to direct the disposition of:
106,447
(iv) shared power to dispose or to direct the disposition of:
1,518,800 SHARES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
Page 3 of 4 pages
<PAGE> 4
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 804,000 shares held by Ingalls & Snyder Value Partners,
L.P. ("ISVP") (Robert Gipson, a Senior Director of 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.
ISVP has filed a separate Schedule 13 G 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) NOT APPLICABLE
(b) BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED 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.
05/05/00 INGALLS & SNYDER LLC
/s/Edward H. Oberst
------------------------------
EDWARD H. OBERST
Page 4 of 4 pages
