<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: November 21, 1993
(Date of earliest event reported)
MGI PROPERTIES
(Exact name of Registrant as specified in its charter)
Massachusetts 1-6833 04-6268740
(State or other jurisdiction (Commission (I.R.S. Employer Identification No.)
of incorporation) File Number)
30 Rowes Wharf, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 330-5335
<PAGE>
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
MGI Properties acquired office and industrial properties during 1993.
1. Pro forma consolidated statement of earnings (unaudited) of the Registrant
for the year ended November 30, 1993.
2. Historical summaries of gross income and direct operating expenses
(audited) of five properties acquired for the year ended December 31, 1993.
<PAGE>
MGI Properties
Pro Forma Consolidated Statement of Earnings
Year Ended November 30, 1993
(Unaudited)
<TABLE>
<CAPTION>
Acquired
Properties Pro Forma
As Reported Historical Adjustments Pro Forma
<S> <C> <C> <C> <C>
Income
Rental and other income $36,094,000 $9,002,000 ($3,638,000) 1 $41,458,000
Interest 713,000 (684,000) 2 $29,000
Other 91,000 16,000 $107,000
Total Income 36,898,000 9,018,000 (4,322,000) 41,594,000
Expenses
Property operating expenses 10,457,000 $2,617,000 ($813,000) $12,261,000
Real estate taxes 4,247,000 $1,452,000 ($543,000) $5,156,000
Depreciation and amortization 6,987,000 $929,000 ($349,000) 3 $7,567,000
Interest 5,059,000 638,000 4 $5,697,000
General and administrative 2,191,000 $2,191,000
Total expenses 28,941,000 4,998,000 (1,067,000) 32,872,000
Net income $7,957,000 $4,020,000 ($3,255,000) $8,722,000
Per Share Data
Net Income $.75 $.82
Weighted average shares outstanding 10,574,104 10,574,104
<FN>
The accompanying pro forma consolidated statement of earnings for the year ended November 30, 1993 assumes
the acquisition of the properties as if they had occurred on December 1, 1992. This pro forma information is based
upon the historical statements of the Trust after giving effect to the acquisition of these properties. Rental income
and operating expenses for the peroid of the Trust's ownership are deducted as pro forma adjustments.
The pro forma statement has been prepared by MGI Properties management. The pro forma consolidated
statement of earnings may not be indicative of the results that would have actually occurred if the acquisitions had
been in effect on the dates indicated. Also, they may not be indicative of results that may be achieved in the
future. The pro forma consolidated statement of earnings should be read in conjunction with MGI Properties
audited financial statements as of November 30, 1993.
1. Rental and other income includes income of 1.0 million received in connection with non-recurring amendment
and lease assignment. Rents and levels of occupancy in place for the twelve month period are not indicative of
the experience of the Trust for its period of ownership during 1993.
2. The reduction in interest income is due to the anticipated use of cash which would have been required to
purchase the properties if they had been acquired on December 1, 1992.
3. The adjustment for depreciation was based upon an allocation of the purchase price to land and building with
depreciation being taken over a forty year life using the straight line method.
4. The increase in interest expense is due to the assumption of debt used to acquire the properties which
would have been outstanding for the period from December 1, 1992 to May 6, 1993, the date which the Trust
received the proceeds from its common stock offering. The acquisition of the properties on December 1, assumes
the Trust borrowed $24,732,000 at a floating rate of 6%.
</TABLE>
<PAGE>
<PAGE>
326 BALLARDVALE STREET
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Trustees
MGI Properties
We have audited the accompanying historical summary of gross income and direct
operating expenses of 326 Ballardvale Street (Historical Summary) for the year
ended December 31, 1993. This Historical Summary is the responsibility of
management. Our responsibility is to express an opinion on the Historical
Summary 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 Historical Summary is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Historical Summary. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation
of the Historical Summary. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in note 2, and is not intended to be a complete presentation of 326
Ballardvale Street's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses (prepared on
the basis described in note 2) for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
March 18, 1994
<PAGE>
<PAGE>
326 BALLARDVALE STREET
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
<TABLE>
<S> <C>
Gross income:
Base rental income $864,555
Recovery income 253,328
Total income 1,117,883
Direct operating expenses:
Real estate taxes 184,934
Repairs and maintenance 45,857
Utilities 88,741
General and administrative 10,729
Insurance expense 11,873
Total expenses 342,134
Excess of gross income over direct operating expenses $775,749
</TABLE>
See accompanying notes to historical summary.
<PAGE>
<PAGE>
326 BALLARDVALE STREET
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(1) Business
326 Ballardvale Street (the property) is located in Wilmington, Massachusetts
and is owned by MGI Properties.
(2) Basis of Presentation
The Historical Summary has been prepared for the purpose of complying with Rule
3-14 of Regulation S-X of the Securities and Exchange Commission and is not a
complete presentation of the property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting.
Gross Income
The property leases space under various operating lease agreements with its
tenants. These leases include provisions under which the property is reimbursed
for certain common area, real estate tax and insurance costs. Certain leases
contain renewal options for various periods at various rental rates.
Base rentals are reported as income over the lease term as they become
receivable under the provisions of the leases. However, when rentals vary from
a straight-line basis due to short-term rent abatements or escalating rents
during the lease term, the income is recognized based on effective rental rates.
Minimum rents to be received from tenants under executed operating leases in
effect at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1994 $1,000,707
1995 1,015,101
1996 1,078,642
1997 965,899
1998 896,607
Thereafter $2,365,781
$7,322,737
</TABLE>
Only income from the operating leases (lease rents and expense reimbursements)
are included in gross income. All other forms of revenue are excluded from this
Historical Summary, as they are not comparable to the proposed future operations
of the property.
Direct Operating Expenses
Direct operating expenses include only those costs comparable to the proposed
future operation of the property. Costs such as mortgage interest,
depreciation, amortization, management fees and leasing commissions are excluded
from the Historical Summary.
<PAGE>
<PAGE>
ONE WINTHROP SQUARE
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Trustees
MGI Properties
We have audited the accompanying historical summary of gross income and direct
operating expenses of One Winthrop Square (Historical Summary) for the year
ended December 31, 1993. This Historical Summary is the responsibility of
management. Our responsibility is to express an opinion on the Historical
Summary 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 Historical Summary is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Historical Summary. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation
of the Historical Summary. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in note 2, and is not intended to be a complete presentation of One
Winthrop Square's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses (prepared on
the basis described in note 2) for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
March 18, 1994
<PAGE>
<PAGE>
ONE WINTHROP SQUARE
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
<TABLE>
<S> <C>
Gross income:
Rental income $1,871,599
Total income 1,871,599
Direct operating expenses:
Real estate taxes 352,464
Repairs and maintenance 445,534
Utilities 281,947
General and administrative 137,719
Insurance expense 18,125
Miscellaneous expenses 7,751
Total expenses 1,243,540
Excess of gross income over direct operating
expenses $628,059
</TABLE>
See accompanying notes to historical summary.
<PAGE>
<PAGE>
ONE WINTHROP SQUARE
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(1) Business
One Winthrop Square (the property) is located in Boston, Massachusetts and is
owned by MGI Properties.
(2) Basis of Presentation
The Historical Summary has been prepared for the purpose of complying with Rule
3-14 of Regulation S-X of the Securities and Exchange Commission and is not a
complete presentation of the property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting.
Gross Income
The property leases space under various operating lease agreements with its
tenants. Certain leases contain renewal options for various periods at various
rental rates.
Base rentals are reported as income over the lease term as they become
receivable under the provisions of the leases. However, when rentals vary from
a straight-line basis due to short-term rent abatements or escalating rents
during the lease term, the income is recognized based on effective rental rates.
Minimum rents to be received from tenants under executed operating leases in
effect at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1994 $2,032,887
1995 1,969,888
1996 2,011,472
1997 1,851,354
1998 1,762,077
Thereafter 2,758,122
$12,385,800
</TABLE>
Only income from the operating leases is included in gross income. All other
forms of revenue are excluded from this Historical Summary, as they are not
comparable to the proposed future operations of the property.
Direct Operating Expenses
Direct operating expenses include only those costs comparable to the proposed
future operation of the property. Costs such as mortgage interest,
depreciation, amortization, management fees and leasing commissions are excluded
from the Historical Summary.
<PAGE>
<PAGE>
TWO ANDOVER TECH CENTER
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Trustees
MGI Properties:
We have audited the accompanying historical summary of gross income and direct
operating expenses of Two Andover Tech Center (Historical Summary) for the year
ended December 31, 1993. This Historical Summary is the responsibility of
management. Our responsibility is to express an opinion on the Historical
Summary 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 Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in note 2, and is not intended to be a complete presentation of Two
Andover Tech Center's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses (prepared on
the basis described in note 2) for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
April 8, 1994
<PAGE>
<PAGE>
TWO ANDOVER TECH CENTER
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
<TABLE>
<S> <C>
Gross income:
Base rental income $1,118,478
Common area maintenance reimbursements 230,826
Real estate tax reimbursements 121,922
Total income 1,471,226
Direct operating expenses:
Real estate taxes 121,922
General and administrative 43,173
Repairs and maintenance 162,731
Utilities 2,826
Insurance expense 6,054
Total expenses 336,706
Excess of gross income over direct operating expenses $1,134,520
</TABLE>
See accompanying notes to historical summary.
<PAGE>
<PAGE>
TWO ANDOVER TECH CENTER
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(1) Business
Two Andover Tech Center (the "Center") is an industrial building located in
Andover, Massachusetts and is owned by MGI Properties.
(2) Basis of Presentation
The Historical Summary has been prepared for the purpose of complying with Rule
3-14 of Regulation S-X of the Securities and Exchange Commission and is not a
complete presentation of the Center's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting.
Gross Income
The Center leases space under various operating lease agreements with its
tenants. These leases include provisions under which the Center is reimbursed
for certain common area, real estate tax and insurance costs. Certain leases
contain renewal options for various periods at various rental rates.
Base rentals are reported as income over the lease term as they become
receivable under the provisions of the leases. However, when rentals vary from
a straight-line basis due to short-term rent abatements or escalating rents
during the lease term, the income is recognized based on effective rental rates.
Minimum rents to be received from tenants under executed operating leases in
effect at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1994 $1,176,202
1995 1,224,229
1996 1,224,229
1997 1,224,229
1998 1,224,229
Thereafter 401,089
$6,474,207
</TABLE>
Only income from the operating leases (lease rents and expense reimbursements)
is included in gross income. All other forms of revenue are excluded from this
Historical Summary, as they are not comparable to the proposed future operations
of the property.
Direct Operating Expenses
Direct operating expenses include only those costs comparable to the proposed
future operation of the Center. Costs such as mortgage interest, depreciation,
amortization, management fees and leasing commissions are excluded from the
Historical Summary.<PAGE>
<PAGE>
400 RESEARCH DRIVE
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Trustees
MGI Properties:
We have audited the accompanying historical summary of gross income and direct
operating expenses of 400 Research Drive (Historical Summary) for the year ended
December 31, 1993. This Historical Summary is the responsibility of management.
Our responsibility is to express an opinion on the Historical Summary 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 Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in note 2, and is not intended to be a complete presentation of 400
Research Drive's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses (prepared on
the basis described in note 2) for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
March 18, 1994
<PAGE>
<PAGE>
400 RESEARCH DRIVE
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
<TABLE>
<S> <C>
Gross income:
Base rental income $639,940
Common area maintenance reimbursements 90,873
Real estate tax reimbursements 147,405
Total income 878,218
Direct operating expenses:
Real estate taxes 147,405
Repairs and maintenance 69,596
Utilities 30,143
General and administrative 3,694
Insurance expense 8,140
Miscellaneous expenses 1,842
Total expenses 260,820
Excess of gross income over direct operating expenses $617,398
</TABLE>
See accompanying notes to historical summary.
<PAGE>
<PAGE>
400 RESEARCH DRIVE
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(1) Business
400 Research Drive (the property) is located in Wilmington, Massachusetts and is
owned by MGI Properties.
(2) Basis of Presentation
The Historical Summary has been prepared for the purpose of complying with Rule
3-14 of Regulation S-X of the Securities and Exchange Commission and is not a
complete presentation of the Mall's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting.
Gross Income
The property leases space under various operating lease agreements with its
tenants. These leases include provisions under which the property is reimbursed
for certain common area, real estate tax and insurance costs. Certain leases
contain renewal options for various periods at various rental rates.
Base rentals are reported as income over the lease term as they become
receivable under the provisions of the leases. However, when rentals vary from
a straight-line basis due to short-term rent abatements or escalating rents
during the lease term, the income is recognized based on effective rental rates.
Minimum rents to be received from tenants under executed operating leases in
effect at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1994 $628,271
1995 500,371
1996 410,124
1997 427,528
Thereafter 1,141,721
$3,108,015
</TABLE>
Only income from the operating leases (lease rents and expense reimbursements)
is included in gross income. All other forms of revenue are excluded from this
Historical Summary, as they are not comparable to the proposed future operations
of the property.
Direct Operating Expenses
Direct operating expenses include only those costs comparable to the proposed
future operation of the property. Costs such as mortgage interest,
depreciation, amortization, leasing commissions and management fees are
excluded from the Historical Summary.
<PAGE>
<PAGE>
WESTPORT PARK
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Trustees
MGI Properties:
We have audited the accompanying historical summary of gross income and direct
operating expenses of Westport Park (Historical Summary) for the year ended
December 31, 1993. This Historical Summary is the responsibility of management.
Our responsibility is to express an opinion on the Historical Summary 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 Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in note 2, and is not intended to be a complete presentation of
Westport Park's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses (prepared on
the basis described in note 2) for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
March 18, 1994
<PAGE>
<PAGE>
WESTPORT PARK
Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
<TABLE>
<S> <C>
Gross income:
Base rental income $887,183
Common area maintenance reimbursements 37,006
Real estate tax reimbursements 49,303
Total income 973,492
Direct operating expenses:
Real estate taxes 145,850
Repairs and maintenance 56,985
General and administrative 2,737
Utilities 338
Insurance 6,184
Total expenses 212,094
Excess of gross income over direct operating expenses $761,398
</TABLE>
See accompanying notes to historical summary.
<PAGE>
<PAGE>
WESTPORT PARK
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Year ended December 31, 1993
(1) Business
Westport Park (the property) is located in St. Louis, Missouri and is owned by
MGI Properties.
(2) Basis of Presentation
The Historical Summary has been prepared for the purpose of complying with Rule
3-14 of Regulation S-X of the Securities and Exchange Commission and is not a
complete presentation of the property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting.
Gross Income
The property leases space under various operating lease agreements with its
tenants. These leases include provisions under which the property is reimbursed
for certain common area, real estate tax and insurance costs. Certain leases
contain renewal options for various periods at various rental rates.
Base rentals are reported as income over the lease term as they become
receivable under the provisions of the leases. However, when rentals vary from
a straight-line basis due to short-term rent abatements or escalating rents
during the lease term, the income is recognized based on effective rental rates.
Minimum rents to be received from tenants under executed operating leases in
effect at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1994 $785,527
1995 449,528
1996 272,912
1997 251,818
1998 18,297
Thereafter -
$1,778,082
</TABLE>
Only income from the operating leases (lease rents and expense reimbursements)
is included in gross income. All other forms of revenue are excluded from this
Historical Summary, as they are not comparable to the proposed future operations
of the property.
Direct Operating Expenses
Direct operating expenses include only those costs comparable to the proposed
future operation of the property. Costs such as mortgage interest,
depreciation, amortization, management fees and leasing commissions are excluded
from the Historical Summary.
<PAGE>
MGI PROPERTIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.
MGI PROPERTIES
(Registrant)
Date: April 15, 1994
Phillip C. Vitali
Executive Vice President and Treasurer
(Chief Financial Officer)
