SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K/A
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Initial Report April 30, 1999
Mission West Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-8383 95-2635431
(Commission File Number) (I.R.S. Employer Identification No.)
10050 Bandley Drive, Cupertino, California 95014
(Address of Principal Executive Offices)
(408) 725-0700
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 2. Acquisition of Assets.
The information reported under this item is set forth in the press release
issued by the Company on May 14, 1999, a copy of which was attached as an
exhibit to the initial report on Form 8-K. Pro forma financial statements for
the acquired properties described in Item 2 of the initial report on Form 8-K
dated April 30, 1999 are submitted under Item 7(b). In addition, such pro forma
financial statements also reflect results of operations for the indicated
periods as though other property acquisitions occurring during such pro forma
periods had occurred as of the beginning of the period.
Item 5. Other Events.
On June 8, 1999, the Company filed a registration statement on Form S-11
with the Securities and Exchange Commission relating to the proposed public
offering of 6,750,000 shares of common stock, exclusive of shares subject to the
underwriters' over-allotment option.
On June 14, 1999, the board of directors declared a $0.14 per share
dividend payable on July 2, 1999 to all common stockholders of record as of June
21, 1999.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Unaudited Pro Forma Consolidated Balance
Sheet as of March 31, 1999..................................................F-2
(2) Unaudited Pro Forma Consolidated
Statement of Operations for the three months ended
March 31, 1999..............................................................F-3
(3) Unaudited Pro Forma Consolidated
Statement of Operations for the year ended
December 31, 1999...........................................................F-4
(4) Notes and Management's Assumptions to the Pro
Forma Financial Statements..................................................F-5
</TABLE>
(c) Exhibits.
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<PAGE>
99.1 Additional Exhibit: June 8, 1999 press release announcing the
filing of a registration statement for a public offering of 6,750,000
shares.
99.2 Additional Exhibit: June 14, 1999 press release announcing the
declaration of a dividend of $0.14 per share.
SIGNATURES
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.
MISSION WEST PROPERTIES, INC.
Dated: June __, 1999 By: /s/ Carl E. Berg
-----------------------------
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<PAGE>
INDEX OF PRO FORMA FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Unaudited Pro Forma Consolidated Balance
Sheet as of March 31, 1999..................................................F-2
Unaudited Pro Forma Consolidated
Statement of Operations for the three months ended
March 31, 1999..............................................................F-3
Unaudited Pro Forma Consolidated
Statement of Operations for the year ended
December 31, 1999...........................................................F-4
Notes and Management's Assumptions to the Pro
Forma Financial Statements..................................................F-5
</TABLE>
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<PAGE>
MISSION WEST PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited and dollars in thousands, except share data)
<TABLE>
<CAPTION>
Mission West Acquisition of the
Properties, Inc. Microsoft Project Pro Forma March 31,
March 31, 1999 (Note 3) 1999
-------------- -------- ----
<S> <C> <C> <C>
ASSETS:
Real estate:
Land $ 93,496 $ 46,833 $140,329
Buildings and improvements 436,608 109,274 545,882
------- ------- -------
530,104 156,107 686,211
Less, accumulated depreciation (8,113) n (8,113)
------- ------- -------
521,991 156,107 678,098
Cash and cash equivalents 134 n 134
Deferred rent receivable 2,377 n 2,377
Other assets 2,304 n 2,304
------- ------- -------
TOTAL ASSETS $526,806 $156,107 $682,913
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
Line of credit $ 18,523 $ 32,057 $ 50,580
Mortgage notes payable 156,656 n 156,656
Mortgage notes payable (related parties) 24,080 25,000 49,080
Interest payable 458 n 458
Interest payable (related parties) 416 n 416
Security deposits 2,060 n 2,060
Prepaid rental income 3,018 n 3,018
Accounts payable and accrued expenses 2,357 n 2,357
------- ------- -------
TOTAL LIABILITIES 207,568 57,057 264,625
------- ------- -------
Minority interest 285,037 99,050 384,087
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.001 par value,
20,000,000 authorized, none issued
and outstanding on a pro forma basis n n n
Common Stock, $0.001 par value,
200,000,000 authorized 8,233,583
issued and outstanding on a pro
forma basis 8 n 8
Additional paid in capital 55,595 n 55,595
Less amounts receivable on private
placement (900) n (900)
Accumulated deficit (20,502) n (20,502)
------- ------- -------
TOTAL STOCKHOLDERS' EQUITY 34,201 n 34,201
------- ------- -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $526,806 $156,107 $682,913
======= ======= =======
</TABLE>
The accompanying notes and management's assumptions are an integral part of this
statement.
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<PAGE>
MISSION WEST PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(unaudited and dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustments
-----------------------------------------------
Mission West Acquisition of Other
Properties, Inc. Microsoft Property Other Pro Forma
March 31, Project Acquisitions Adjustments March 31,
1999 (Note 3) (Note 5) (Note 6) 1999
---- -------- -------- -------- ----
<S> <C> <C> <C> <C> <C>
REVENUE:
Rental revenues from real estate $ 14,027 $ 5,150 $ 172 $ (93) $ 19,256
Tenant reimbursements 2,236 46 25 n 2,307
Other income, including interest 149 n n n 149
------- ------- ------- ------- -------
TOTAL REVENUE 16,412 5,196 197 (93) 21,712
------- ------- ------- ------- -------
EXPENSES:
Property operating, maintenance
and real estate taxes 2,311 n 20 n 2,331
Interest 2,971 520 n n 3,491
Interest (related parties) 416 406 38 n 860
General and administrative 406 n n n 406
Depreciation of real estate 2,703 683 25 n 3,411
------- ------- ------- ------- -------
TOTAL EXPENSES 8,807 1,609 83 n 10,499
------- ------- ------- ------- -------
Income before minority interest 7,605 3,587 114 (93) 11,213
Minority interest 6,724 3,342 101 17 10,184
------- ------- ------- ------- -------
NET INCOME $ 881 $ 245 $ 13 $ (110) $ 1,029
======= ======= ======= ======== =======
Basic earnings per share (Note 2) $ 0.11 $ 0.13
======= =======
Diluted earnings per share (Note 2) $ 0.10 $ 0.12
======= =======
Weighted average number of common
shares outstanding (basic) 8,227,261 8,227,261
========= =========
Weighted average number of common
shares outstanding (diluted) 8,415,412 8,415,412
========= =========
</TABLE>
The accompanying notes and management's assumptions are an integral part of this
statement.
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<PAGE>
MISSION WEST PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(unaudited and dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
Pro forma Adjustments
-----------------------------------------------------------------
Mission West July 1998 Acquisition of Other Property Other Pro Forma
Properties, Inc. Acquisition the Microsoft Acquisitions Adjustments December 31,
December 31, 1998 (Note 4) Project (Note 3) (Note 5) (Note 6) 1998
----------------- -------- ---------------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
REVENUE:
Rental revenues from
real estate $ 27,285 $ 25,642 $ 20,599 $ 2,861 $ 574 $ 76,961
Tenant reimbursements 4,193 4,044 183 413 n 8,833
Other income, including
interest 278 n n n n 278
------- ------- ------- ------- ------- -------
TOTAL REVENUE 31,756 29,686 20,782 3,274 574 86,072
------- ------- ------- ------- ------- -------
EXPENSES:
Property operating,
maintenance and real
estate taxes 4,821 4,430 n 338 n 9,589
Interest 4,685 3,044 2,273 n 5,679 15,681
Interest (related parties) 3,511 61 1,773 789 (2,515) 3,619
General and administrative 1,501 n n n n 1,501
Management fees (related
parties) n 645 n n (645) n
Depreciation of real estate 5,410 3,862 2,732 338 1,294 13,636
------- ------- -------- ------- ------- -------
TOTAL EXPENSES 19,928 12,042 6,778 1,465 3,813 44,026
Income before minority interest 11,828 17,644 14,004 1,809 (3,239) 42,046
Minority interest 12,049 15,897 13,047 1,643 (4,258) 38,378
------- ------- -------- ------- ------- -------
Net (loss) income $ (221) $ 1,747 $ 957 $ 166 $ 1,019 $ 3,668
======= ======= ======== ======= ======= =======
Basic and diluted (loss)
earnings per share (Note 2) $ (0.13) $ 0.45
======= =======
Weighted average number of
common shares outstanding
(basic) (Note 2) 1,688,059 8,183,117
========= =========
Weighted average number of
common shares outstanding
(diluted)(Note 2) 1,710,789 8,205,847
========= =========
</TABLE>
The accompanying notes and management's assumptions are an integral part of this
statement.
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<PAGE>
MISSION WEST PROPERTIES, INC.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO THE CONDENSED CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
FOR THE YEAR ENDED DECEMBER 31, 1998
(unaudited and dollars in thousands, except per share and O.P. Unit data)
1. ORGANIZATION AND BASIS OF PRESENTATION:
Mission West Properties, Inc. (the "Company") is engaged in the
acquisition, marketing and leasing of R&D office properties, located primarily
in the "Silicon Valley" portion of the San Francisco Bay Area. As of March 31,
1999, the Company managed 72 properties totaling approximately 4.57 million
square feet through its controlling interests in four separate partnerships (the
"operating partnerships") in which the Company is the sole general partner. For
the year ending December 31, 1999, the Company intends to elect to be taxed as a
real estate investment trust ("REIT") for federal income tax purposes and will
operate as a self-managed, self-administered, self-advised and fully integrated
REIT.
The unaudited pro forma balance sheet as of March 31, 1999 is based on the
unaudited historical financial statements of the Company and has been prepared
as if the purchase, effective as of April 1, 1999, of an approximately 515,700
square foot five-building R&D complex located on L'Avenida Avenue in Mountain
View, California, which has been fully leased to Microsoft Corporation ("the
Microsoft Project"), had occurred on March 31, 1999. The unaudited pro forma
statements of operations for the three months ended March 31, 1999 and the year
ended December 31, 1998 are based upon the historical financial statements of
the Company and have been prepared as if each of the following transactions had
occurred as of January 1, 1998: (i) the purchase completed by the Company,
effective as of July 1, 1998, of our general partnership interest in each of the
operating partnerships, (ii) the purchase, effective as of April 1, 1999, of the
Microsoft Project which has been fully leased to Microsoft, and (iii) the
purchases completed by the Company during the last two quarters of 1998 and the
first quarter of 1999 consisting of three newly constructed R&D properties
comprising, in the aggregate, 217,511 rentable square feet located in Silicon
Valley.
THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS ARE NOT NECESSARILY INDICATIVE
OF WHAT THE ACTUAL FINANCIAL POSITION OR RESULTS OF OPERATIONS WOULD HAVE BEEN
ASSUMING THE COMPLETION OF THE ABOVE TRANSACTIONS AS OF THE BEGINNING OF THE
PERIODS INDICATED, NOR DO THEY PURPORT TO PROJECT THE COMPANY'S FINANCIAL
POSITION OR RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD.
IN ADDITION, THE HISTORICAL OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH
31, 1999 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE OBTAINED BY THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 1999.
2. ASSUMPTIONS:
The following assumptions have been made regarding the operations of the
Company in the preparation of the pro forma financial statements:
a. The Company has elected to be and qualified as a REIT for income tax
reporting purposes and has distributed sufficient taxable income to
meet the requirements of the Internal Revenue Code and, therefore,
incurred no income tax liabilities effective with the year ended
December 31, 1998. The Company has assumed that there were no
dividends required to be paid to maintain REIT status for the year
ended December 31, 1998.
b. Rent has been recognized on the straight-line method of accounting in
accordance with generally accepted accounting principles.
c. Depreciation has been computed using the straight-line method over
estimated useful lives of 40 years for buildings and improvements.
- F-5 -
<PAGE>
d. Weighted average number of common shares outstanding on a pro forma
basis (basic and diluted) for the year ended December 31, 1998 assumes
that the private placement of 6,495,058 shares of the Company's common
stock completed in December 1998 had occurred as of January 1, 1998.
3. ACQUISITION OF THE MICROSOFT PROJECT:
The total acquisition cost of the Microsoft Project was $156,107 based on
the debt assumed and the value of the O.P. Units issued. In connection with the
acquisition, the Company assumed $25,000 of mortgage debt due to the Berg Group,
an affiliate of Carl E. Berg and Clyde J. Berg, $32,057 due to Microsoft for
shell and tenant improvements, and issued 13,206,629 limited partnership units
("O.P. Units") (representing $99,050 of net equity attributable to minority
interests). For pro forma financial statement purposes, we assume that amounts
due to Microsoft had been funded through additional borrowings on the Wells
Fargo line of credit. The average interest rate on the line of credit was 6.49%
and 7.09% for the three months ended March 31, 1999 and the year ended December
31, 1998, respectively. The debt due the Berg Group is due on demand and bears
an interest rate identical to that as charged on the Company's line of credit.
In accordance with the terms of the lease, on April 1, 1999, Microsoft
began paying monthly base rent of approximately $1,226 for the first four
buildings, which consist of approximately 415,700 rentable square feet. On June
1, 1999, Microsoft began paying monthly rent of approximately $295 for the fifth
building, which consists of approximately 100,000 rentable square feet. On an
annual basis, rental income from the Microsoft Project, which has been reflected
on a straight-line basis, is $20,599, or $5,150 per quarter, assuming all rents
commenced on January 1, 1998. Additionally, the lease with Microsoft provides
for a management fee equal to 1% of the base rent. For the first year of the
lease, this fee is $183, or $46 per quarter.
For the three months ended March 31, 1999, the Company would have incurred
additional interest expense of $520 and interest expense (related parties) of
$406 as a result of the debt assumed in connection with this acquisition, on a
pro forma basis. Additionally, for the year ended December 31, 1998, the Company
would have incurred additional interest expense of $2,273, as well as interest
expense (related parties) of $1,773.
- F-6 -
<PAGE>
Additionally, an adjustment has been made to reflect depreciation expense
in the amount of $683 and $2,732 for the three months ended March 31, 1999 and
the year ended December 31, 1998, respectively.
4. THE JULY 1998 ACQUISITION:
On July 1, 1998, the Company acquired control of four existing limited
partnerships by becoming the sole general partner in each such partnership (the
"July 1998 Acquisition"). The July 1998 Acquisition was accounted for as a
purchase with the results of operations of the operating partnerships included
from July 1, 1998. Accordingly, the historical consolidated statement of
operations of the Company for the year ended December 31, 1998 includes the
results of operations for the properties acquired in the July 1998 Acquisition
for the six months ended December 31, 1998. In order to reflect the consummation
of the July 1998 Acquisition as of January 1, 1998 for pro forma financial
statement purposes, the actual results of operations of the properties acquired
in the July 1998 Acquisition for the six months ended June 30, 1998 have been
included.
5. OTHER PROPERTY ACQUISITIONS:
During the second half of 1998 and the first quarter of 1999, the Company,
through the operating partnerships, acquired three additional properties
comprising, in the aggregate, 217,511 square feet of rentable space (the "Other
Property Acquisitions"). These acquisitions were accounted for as a purchase and
were acquired from the Berg Group under the Berg land holdings option agreement
and the pending projects acquisition agreement. The total acquisition cost for
these three properties was $22,250. In the acquisitions, the Company assumed
$13,131 of debt due the Berg Group, and issued 1,366,094 O.P. Units. The
following table contains information about the acquisitions:
<TABLE>
<CAPTION>
Richard Avenue Hellyer Avenue Santa Teresa Total
-------------- -------------- ------------ -----
<S> <C> <C> <C> <C>
Acquisition Date September 1, 1998 November 1, 1998 March 1, 1999
Debt Assumed $2,374 $7,232 $3,525 $13,131
Other Liabilities Assumed n 561 88 649
Total Acquisition Value 4,198 9,494 8,558 22,250
Depreciable basis 2,912 6,502 5,990 15,404
Monthly Rent (Straight-lined) 60 136 86 282
O.P. Units Issued 405,166 266,898 694,030 1,366,094
Estimated Value of O.P.
Units at Acquisition Date $1,824 $1,701 4,945 $8,470
</TABLE>
The debt assumed in connection with these acquisitions bears an interest
rate identical to that as charged on the Company's line of credit. The average
interest rate on the line of credit was 6.49% and 7.09% for the three months
ended March 31, 1999 and the year ended December 31, 1998, respectively.
- F-7 -
<PAGE>
Based on the information in the above table, the following adjustments have been
made to the pro forma financial statements in order to reflect these
acquisitions as of January 1, 1998:
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1999
------------------------------------------------------------------
Richard Avenue Hellyer Avenue Santa Teresa Total
-------------- -------------- ------------ -----
<S> <C> <C> <C> <C>
Rental revenue n n $ 172 $ 172
Tenant reimbursements n n 25 25
Property operating and maintenance
expenses and real estate taxes n n 20 20
Interest (related parties) n n 38 38
Depreciation n n 25 25
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998
------------------------------------------------------------------
Richard Avenue Hellyer Avenue Santa Teresa Total
-------------- -------------- ------------ -----
<S> <C> <C> <C> <C>
Rental revenue $ 476 $1,356 $1,029 $2,861
Tenant reimbursements 57 207 149 413
Property operating and maintenance
expenses and real estate taxes 45 171 122 338
Interest (related parties) 112 427 250 789
Depreciation 50 138 150 338
</TABLE>
6. OTHER ADJUSTMENTS:
The following additional adjustments were made in preparing the pro forma
financial statements:
(a) Adjustments of $(93) and $574 have been made to rental revenues from
real estate to reflect straight-lined rents as if the Company acquired
the July 1998 Acquisition properties on January 1, 1998 for the three
months ended March 31, 1999 and the year ended December 31, 1998,
respectively.
(b) Adjustments have been made to the pro forma statements of operations
for the three months ended March 31, 1999 and the year ended December
31, 1998 to state interest expense on a pro forma basis as a result of
the following transactions that altered the capital structure of the
Company, as if they had occurred on January 1, 1998:
- F-8 -
<PAGE>
(1) In connection with the July 1998 Acquisition, the Company assumed
$233,638 of debt.
(2) On September 23, 1998, the Company, in its capacity as the
general partner of the operating partnerships, obtained a
$130,000 secured loan with Prudential Insurance Company of
America. The interest rate on the loan is fixed at 6.56% per
annum, the amortization period is 30 years, and the term of the
loan is 10 years. The proceeds from the loan were used to pay a
portion of mortgage notes payable (including amounts due to
related parties) in the amount of $118,636.
(3) Effective September 1, 1998, the Company assumed $2,374 of debt
due the Berg Group in connection with the acquisition of the
Richard Avenue property.
(4) Effective November 1, 1998, the Company assumed $7,232 of debt
due the Berg Group in connection with the acquisition of the
Hellyer Avenue property.
(5) On December 29, 1998, the Company completed the private placement
of 6,495,058 shares for total net proceeds of $27,827 that were
utilized to reduce outstanding debt under the line of credit
facility.
(6) Effective March 1, 1999, the Company assumed $3,525 of debt due
the Berg Group in connection with the acquisition of the Santa
Teresa property.
(7) Effective April 1, 1999, the Company assumed $25,000 of mortgage
debt due to the Berg Group and $32,057 due to Microsoft for shell
and tenant improvements in connection with the acquisition of the
Microsoft project. For pro forma financial statement purposes, we
assume that amounts due to Microsoft are funded through
additional borrowings on the line of credit facility.
A schedule of interest expense on a pro forma basis for the three months
ended March 31, 1999 and the year ended December 31, 1998 is as follows:
- F-9 -
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Interest
Expense for the
Three Months Pro Forma Interest
Pro Forma Balance at Interest Ended March 31, Expense for the Year
March 31, 1999 Rate 1999 Ended December 31, 1998
-------------- ---- ---------------- -----------------------
<S> <C> <C> <C> <C>
LINE OF CREDIT:
Wells Fargo Bank, N.A. $ 50,580 variable $ 836 $ 5,003
MORTGAGE NOTES PAYABLE:
Great West Life and Annuity Insurance Company 7,697 7.00% 135 546
Great West Life and Annuity Insurance Company 3,672 7.00% 64 261
Prudential Capital Group 2,002 8.75% 44 184
New York Life Insurance Company 424 9.625% 10 43
Home Savings and Loan Association 513 9.50% 12 52
Amdahl Corporation 6,895 9.42% 156 636
Citicorp U.S.A. Inc 3,105 variable 55 228
Mellon Mortgage Company 2,935 8.125% 60 243
Prudential Insurance Company of America 129,413 6.56% 2,119 8,485
------- ----- ------
SUBTOTAL $156,656 2,655 10,678
----- ------
TOTAL(including Line of Credit) 3,491 15,681
Historical interest expense prior to pro forma
adjustment 2,971 7,729
----- ------
Gross pro forma adjustment to interest expense 520 7,952
Less:
Amounts reflected in pro forma adjustment(Note 4) 520 2,273
----- ------
Net pro forma adjustment to interest expense $ n $ 5,679
===== ======
MORTGAGE NOTES PAYABLE (related parties):
The Berg Group $ 49,080 variable $ 860 $ 3,619
Historical expense (related party) prior to pro
forma adjustment 416 3,572
----- ------
Gross pro forma adjustment to interest 444 47
expense (related party)
Less:
Amounts reflected in pro forma adjustment(Note 4) 406 1,773
Amounts reflected in pro forma adjustment(Note 5) 38 789
----- ------
Net pro forma adjustment to interest
expense (related parties) $ n $(2,515)
</TABLE>
- F-10 -
<PAGE>
(c) The Company is self-managed and ceased paying management fees June 30,
1998. Therefore, historical management fees have been eliminated to
reflect the Company as a self-managed REIT.
(d) Upon the effective date of the Company's acquisition of the July 1998
Acquisition properties, the real estate assets were recorded at their
estimated fair values. A pro forma adjustment of $1,294 has been made
to historical depreciation expense for the year ended December 31,
1998 to reflect the higher cost basis to the Company for the period
from January 1, 1998 to June 30, 1998.
(e) Minority interest represents the separate private ownership of the
operating partnerships by the Berg Group and other non-affiliated
interests. Upon the Company's initial investment in July 1998, the
Company owned a general partnership interest of 12.11% in the
operating partnerships, on a weighted average basis, taken as a whole.
As a result of several property acquisitions since July 1998, the
Company's ownership percentage has decreased given the overall
increase in O.P. Units issued and outstanding. As of March 31, 1999
and December 31, 1998, on a pro forma basis, the Company owned general
partnership interests in the operating partnerships of 10%, on a
weighted average basis, taken as a whole.
- F-11 -
PRESS RELEASE
For Immediate News Release
June 8, 1999
MISSION WEST PROPERTIES, INC. FILES REGISTRATION STATEMENT FOR PROPOSED
PUBLIC OFFERING
Cupertino, CA - Mission West Properties, Inc. (AMEX/PCX:MSW) announced today
that it has filed a registration statement with the Securities and Exchange
Commission relating to the proposed public offering of 6,750,000 shares of its
common stock, exclusive of shares subject to the underwriters' over-allotment
option. The company expects to complete the offering in the third quarter of
1999.
Mission West Properties acquires, markets, leases and manages R&D properties in
the Silicon Valley portion of the San Francisco Bay Area. Mission West focuses
on meeting the facility requirements of information technology companies and
currently owns and manages 77 properties totaling approximately 5.1 million
square feet.
A.G. Edwards & Sons, Inc. will act as the lead underwriter of the offering. Legg
Mason Wood Walker, Incorporated and Sutro & Co., Incorporated will co-manage the
offering.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction.
CONTACT: Marianne Aguiar
Mission West Properties, Inc.
(408) 725-0700
PRESS RELEASE
For Immediate News Release
June 14, 1999
MISSION WEST PROPERTIES ANNOUNCES QUARTERLY DIVIDEND OF $0.14 PER SHARE
OF ITS COMMON STOCK, A 16% INCREASE OVER FIRST QUARTER DIVIDEND
Cupertino, CA - Mission West Properties, Inc. (AMEX/PCX:MSW) announced that its
Board of Directors today declared a $0.14 per share dividend on its common
stock. The dividend is payable on July 2, 1999 to all common stockholders of
record as of June 21, 1999.
The Company intends to make regular quarterly distributions to holders of its
common stock based upon its cash available for distribution. The Company expects
that it will declare quarterly distributions for 1999 aggregating approximately
$0.55 per share of its common stock.
Mission West Properties intends to operate as a self-managed, self-administered
and fully integrated REIT engaged in the management, leasing, marketing,
development and acquisition of commercial R & D properties, primarily located in
the Silicon Valley portion of the San Francisco Bay Area. Currently, the Company
manages 77 properties totaling approximately 5.1 million square feet. For
additional information, please contact Marianne K. Aguiar, VP of Finance and
Controller at 408-725-0700.
The matters described herein contain forward-looking statements. Such statements
can be identified by the use of forward-looking terminology such as "will",
"anticipate", "estimate", "expect", "intends", or similar words. Forward-looking
statements involve a number of risks, uncertainties or other factors beyond the
Company's control which may cause material differences in actual results,
performance or other expectations. These factors include, but are not limited
to, the ability to complete acquisitions under the Company's Pending Projects
Acquisition Agreement and Land Holdings Option Agreement with the Berg Group,
the ability to achieve stated yields due to changing economic and real estate
industry conditions, leasing risk, rollover risk, tenant credit risk, interest
rate risk, project due diligence, and other factors detailed in the Company's
registration statements, and periodic filings with the Securities & Exchange
Commission.
