SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 12, 1999
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MGI PROPERTIES
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(Exact name of registrant as specified in its charter)
Massachusetts 1-6833 04-6268740
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Winthrop Square, Boston, Massachusetts 02110
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 422-6000
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Item 5. Other Events.
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On March 12, 1999, MGI Properties (NYSE: MGI) (the "Trust")
announced that it had entered into an agreement to sell 53 New England
properties to a private real estate investment group. 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 inaction by the Board of Trustees (and the actual results thereof) with
respect to the subject matter of the foregoing Current Report on Form 8-K
(including the possibility of litigation pertaining thereto), the net realizable
value of the Trust's properties in the event the Plan of Liquidation is
implemented, changes in national and local economic and financial market
conditions, the successful completion of the sale described in the news release,
as well as those set forth in the Trust'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."
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<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(c) Exhibits
Exhibit No. Exhibit
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99.1 News Release of MGI Properties dated March 12, 1999.
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<PAGE>
SIGNATURES
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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
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(Registrant)
Dated: March 15, 1998 By: /s/ Philip C. Vitali
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Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
(Chief Financial Officer)
Dated: March 15, 1998 By: /s/ David P. Morency
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Name: David P. Morency
Title: Controller
(Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
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99.1 News Release of MGI Properties dated March 12, 1999.
FOR IMMEDIATE RELEASE
March 12, 1999
MGI PROPERTIES ("MGI")
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SIGNS AGREEMENT TO SELL NEW ENGLAND PROPERTIES
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BOSTON, MASSACHUSETTS....MGI Properties (NYSE:MGI), today announced
that it has entered into an agreement to sell its 4.4 million square-foot
portfolio of 53 New England properties to a private real estate investment
group. The sale is subject to the customary terms and conditions for a
transaction of this size, including the purchaser's satisfactory completion of
due diligence, engineering and environmental inspections, and approval of title
and surveys. This sale is expected to close in MGI's third quarter, although
there can be no assurance that it will be successfully completed. The purchase
price for the sale of these properties, coupled with management's current
estimates and pricing and other assumptions with respect to the remainder of the
portfolio, is expected to result in aggregate net liquidation proceeds of
between $29 and $30 per share, after all fees and liquidation costs; however, no
assurance can be given that per share net cash proceeds will be within this
range or will reach this range.
W. Pearce Coues, Chairman of the Board of Trustees, stated that this
agreement represents a major step in executing the Plan of Liquidation that was
approved by the shareholders on October 14, 1998. In addition, Mr. Coues stated
that the remaining 14 properties, which aggregate 1.2 million square feet and
includes one retail property in New England, six non-New England office
properties, three non-New England retail centers, a parcel of land, and three
residential properties consisting of 959 multi-family units, are now being
marketed.
# # #
For further information contact:
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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 the Trust's properties in the event the Plan of Liquidation
is implemented; changes in national and local economic and financial market
conditions; the successful completion of the sale described in this press
release, 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."
