MGI PROPERTIES
8-K, 1999-12-20
REAL ESTATE INVESTMENT TRUSTS
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                       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):  December 16, 1999
                                                   -----------------

                                 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
                                                    ---------------




                                                            -1-

<PAGE>



Item 5.  Other Events.
         -------------

                  On December 16, 1999, MGI Properties (NYSE: MGI) (the "Trust")
announced that pursuant to its Plan of Complete Liquidation and Termination, the
Trust sold 61 properties in 1999 for an aggregate  price of $482.3  million.  In
addition,  the Trust announced that, upon the sale of its remaining  properties,
it expects to make additional  liquidating  distributions of approximately $5.50
per share,  however,  no assurances can be given that per share net  liquidating
distributions will reach this amount. For additional  information,  reference is
made to the news  release  which is  incorporated  herein  by  reference  and is
attached hereto as Exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial Information and
          ---------------------------------------------------------
          Exhibits.
          ---------
         (c) Exhibits
         ------------

         Exhibit No.                                          Exhibit
         -----------                                          -------

           99.1                     Press Release dated December 16, 1999.



                                       -2-

<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: December 17, 1999      By:/s/ Phillip C. Vitali
                                 ----------------------------------------------
                                     Name:  Phillip C. Vitali
                                     Title: Executive Vice President
                                                   and Treasurer
                                               (Principal Financial and
                                                Accounting Officer)




                                       -3-

<PAGE>


                                  EXHIBIT INDEX


99.1              Press Release dated December 17, 1999.



FOR IMMEDIATE RELEASE
- ---------------------

December 16, 1999



MGI PROPERTIES ("MGI")
- ----------------------
REVIEWS 1999 AND
- ----------------
REMAINING ESTIMATED LIQUIDATING DISTRIBUTIONS
- ---------------------------------------------

            BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees,  today stated that pursuant to its Plan of Complete Liquidation and
Termination, MGI has sold 61 properties in 1999 for an aggregate price of $482.3
million.  In connection with the liquidation,  $125.9 million of debt was repaid
or assumed by the buyers.  As a result of these sales,  MGI has made liquidating
distributions  totaling  $24.16 per share in 1999.  Mr.  Coues  stated  that the
current  estimate of pricing with  respect to the  remaining  eight  properties,
which are presently being marketed (but not yet under  contract),  when added to
funds  held  by MGI  is  estimated  to  result  in  additional  net  liquidating
distributions  aggregating  approximately  $5.50 per  share,  after all fees and
liquidation  costs;  however,  no  assurances  can be given  that per  share net
liquidating distributions will reach this amount.



                                      # # #


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  with  respect to the Plan of  Liquidation  (and the actual  results
thereof),  including the possibility of litigation  pertaining thereto;  the net
realizable  value  of and the  timing  of the  sales  of the  Trust's  remaining
properties  during  the  course of the  liquidation;  the  amount  and timing of
liquidating distributions;  changes in national and local economic and financial
market conditions, as well as those factors set forth in MGI's Form 10-K for the
year ended November 30, 1998,  including those set forth under  "Forward-Looking
Statements,"  "Other" and Item 1 - "Adoption  of  Liquidation  Plan," and in its
most recently filed Form 10-Q.


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