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): JUNE 22, 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.
On June 22, 1999, MGI Properties (NYSE: MGI) (the "Trust")
announced that the previously announced sale of 53 New England properties was
completed on June 22, 1999 and that the Board of Trustees declared a
distribution of $19.00 per share. 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, 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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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. EXHIBIT
99.1 News Release of MGI Properties dated June 22,
1999.
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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
(Registrant)
Dated: June 22, 1999 By: /S/ PHILLIP C. VITALI
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Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
(Chief Financial Officer)
Dated: June 22, 1999 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 June 22, 1999.
FOR IMMEDIATE RELEASE
June 22, 1999
MGI PROPERTIES ("MGI")
COMPLETES SALE OF 53 NEW ENGLAND PROPERTIES;
DECLARES LIQUIDATING DISTRIBUTION OF $19.00 PER SHARE
BOSTON, MASSACHUSETTS . . . . MGI Properties (NYSE:MGI), today
reported that the previously announced sale of 53 New England properties was
completed on June 22, 1999 and that the Board of Trustees declared a
distribution of $19.00 per share. The distribution is payable July 30, 1999 to
shareholders of record at the close of business on July 16, 1999. Since the
October 14, 1998 liquidation vote, liquidating distributions, inclusive of the
$19.00, will total $19.66 per share. Future distribution dates will be
determined by the Trustees based upon the amount of net proceeds realized from
remaining property sales, the timing of such sales, the level of reserves deemed
necessary or appropriate, and other considerations.
The current estimate of pricing with respect to the remaining
properties, when added to the net proceeds of the sale of the 53 New England
properties, 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 distributions will be within this
range or will reach this range and no assurances can be made as to the timing of
future remaining distributions.
CURRENT STATUS
Following the sale of the 53 New England properties, MGI owns 14
properties, which aggregate 1.2 million square feet of commercial space and 959
residential apartments. The sale has eliminated $46.8 million of debt secured by
several of the 53 New England properties and MGI repaid all $36 million
outstanding on its line of credit. Debt now totals $34.8 million and is secured
by certain of these remaining properties. Prior to the sale of the New England
properties, these 14 properties, as of May 31, 1999, had a net carrying value
that approximates 31% of MGI's real estate at depreciated cost and represented
approximately 30% of MGI's property operating income. The 14 properties are
being actively marketed.
Following payout of the $19.00 per share distribution, MGI expects
that short term investments, primarily in Government securities, will
approximate $44 million.
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.
