SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 14, 1998
MGI PROPERTIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-6833 04-6268740
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE WINTHROP SQUARE, BOSTON, MASSACHUSETTS 02110
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 422-6000
<PAGE>
Item 5. OTHER EVENTS.
On October 14, 1998, the shareholders of MGI Properties (NYSE:
MGI) (the "Trust") approved a plan of complete liquidation and termination of
the Trust (the "Plan"). The shareholders also approved an amendment to the
Trust's Declaration of Trust authorizing the Trustees to effect property sales
pursuant to the liquidation without further shareholder action. There can be no
assurance with respect to the results that may or may not be achieved in the
implementation of the Plan or the net realizable value upon liquidation of the
Trust's properties.
On June 18, 1998, the Trust publicly announced that its Board
of Trustees had decided to undertake a review of strategic alternatives
available to the Trust to maximize shareholder value, including a possible
liquidation of the Trust's properties. On August 12, 1998, the Trustees
authorized the submission of the Plan to the Trust's shareholders for their
approval.
For additional information, reference is made to the news
release which is incorporated herein by reference and is attached hereto as
Exhibit 99.1.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are dependent on a number of factors which could cause actual results
to differ materially from those expressed or implied in the forward-looking
statements. Such factors include, among other things, the risks of future action
or
-2-
<PAGE>
inaction by the Board of Trustees (and the actual results thereof) with respect
to the Plan (including the possibility of litigation pertaining thereto), the
net realizable value of the properties in the event the Plan is implemented, the
effects of financial market conditions and general economic conditions,
maintaining the current occupancy and rent levels at the properties, as well as
those risk factors set forth in the Proxy Statement relating to the Trust's
special meeting on October 14, 1998 and under "Forward-Looking Statements" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Trust's Form 10-K for the year ended November 30, 1997 and in
its most recent report on Form 10-Q.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. EXHIBIT
99.1 News Release of MGI Properties dated
October 14, 1998.
-3-
<PAGE>
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.
MGI PROPERTIES
(Registrant)
Dated: October 15, 1998 By: /s/ Phillip C. Vitali
--------------------------------
Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
(Chief Financial Officer)
-4-
<PAGE>
EXHIBIT INDEX
99.1 News Release of MGI Properties dated October 14, 1998.
FOR IMMEDIATE RELEASE
October 14, 1998
SHAREHOLDERS OF MGI PROPERTIES ("MGI")
APPROVE PLAN OF LIQUIDATION
BOSTON, MASSACHUSETTS . . . . MGI Properties (NYSE:MGI), announced
today that its shareholders approved a plan of complete liquidation and
termination of the Trust (the "Plan"). The shareholders also approved an
amendment to MGI's Declaration of Trust authorizing the Trustees to effect
property sales pursuant to the liquidation without further shareholder action.
On June 18, 1998, the Trust publicly announced that its Board of
Trustees had decided to undertake a review of strategic alternatives available
to the Trust to maximize shareholder value, including a possible liquidation of
the Trust's properties. On August 12, 1998, the Trustees authorized the
submission of the Plan to shareholders for their approval.
# # #
FOR FURTHER INFORMATION CONTACT:
Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E of the
Securities Exchange Act of 1934. These forward-looking statements are dependent
on a number of factors which could cause actual results to differ materially
from those expressed or implied in the forward-looking statements. Such factors
include, among other things, the risks of future action or inaction by the Board
of Trustees (and the actual results thereof) with respect to the subject matter
of the foregoing Press Release (including the possibility of litigation
pertaining thereto); the net realizable value of the properties in the event the
plan of liquidation is implemented; the effects of financial market conditions
and general economic conditions; maintaining the current occupancy and rent
levels at the properties; as well as those Risk Factors set forth under
"Forward-Looking Statements," in Management's Discussion and Analysis of
Financial Condition and Results of Operations in MGI's Form 10-K for the year
ended November 30, 1997 and in its most recent report on Form 10-Q.
