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): MARCH 26, 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
---------------------------
<PAGE>
Item 5. OTHER EVENTS.
On March 26, 1999, the MGI Properties (NYSE: MGI) (the
"Trust") Board of Trustees voted to amend the Trust's Declaration of Trust and
By-law provisions relating to limitations on concentrated ownership of shares to
permit Warren E. Buffett and his affiliates to acquire up to 15% of the Trust's
Common Shares. The Board also voted to amend the Trust's Shareholder Rights Plan
to permit such acquisition. For additional information, reference is made to (i)
the Certificate of Fourteenth Amendment to the Trust's Declaration of Trust
authorized on March 26, 1999, which is incorporated herein by reference and is
attached hereto as Exhibit 99.1, (ii) the Amendment adopted on March 26, 1999 to
the By-Law adopted on December 24, 1982, which is incorporated herein by
reference and is attached hereto as Exhibit 99.2 and (iii) the form of Amendment
No. 1 to the Rights Agreement dated as of March 26, 1999 between the Trust and
BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent,
which is incorporated herein by reference and is attached hereto as Exhibit
99.3.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. EXHIBIT
99.1 Certificate of Fourteenth Amendment to the
Trust's Declaration of Trust.
99.2 Amendment adopted on March 26, 1999 to the
ByLaw adopted on December 24, 1982.
99.3 Form of Amendment No. 1 to the Rights
Agreement dated as of March 26, 1999 between
the Trust and BankBoston, N.A. (formerly, The
First National Bank of Boston), as Rights
Agent.
-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: March 30, 1999 By: /S/ PHILLIP C. VITALI
------------------------------
Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
(Chief Financial Officer)
Dated: March 30, 1999 By: /S/ DAVID P. MORENCY
--------------------------------
Name: David P. Morency
Title: Controller
(Principal Accounting Officer)
-3-
<PAGE>
EXHIBIT INDEX
99.1 Certificate of Fourteenth Amendment to the Trust's
Declaration of Trust.
99.2 Amendment adopted on March 26, 1999 to the By-Law adopted
on December 24, 1982.
99.3 Form of Amendment No. 1 to the Rights Agreement dated as
of March 26, 1999 between the Trust and BankBoston, N.A.
(formerly, The First National Bank of Boston), as Rights
Agent.
MGI PROPERTIES
CERTIFICATE OF FOURTEENTH AMENDMENT OF SECOND
AMENDED AND RESTATED DECLARATION OF TRUST
The undersigned, a Trustee of MGI Properties (the "Trust"), hereby
certifies pursuant to Article XIII, Section 13.1 of the Second Amended and
Restated Declaration of Trust (the "Declaration of Trust") that the Trustees of
the Trust, by unanimous written consent dated March 26, 1999, in accordance with
the Declaration of Trust, voted to amend Section 8.5.1 of the Declaration of
Trust to add to such Section the following subsection (h):
" (h) This Section 8.5.1 shall not apply to the acquisition of
Securities (including Common Shares) by Warren E. Buffett (and/or his
Affiliates) in an amount not to exceed 15% of the outstanding Shares
and such Securities when acquired by Mr. Buffet (and/or his Affiliates)
shall not be Excess Shares."
IN WITNESS WHEREOF, W. Pearce Coues, as Trustee aforesaid, has signed
these presents this 29th day of March 1999.
/s/ W. Pearce Coues
-------------------------
W. Pearce Coues
MGI Properties
Amendment Adopted on March 26, 1999 to
By-Law Relative to Limitations Upon
Concentrated Ownership of Shares
Adopted December 24, 1982
MGI Properties' By-Law Relative to Limitations Upon Concentrated
Ownership of Shares adopted on December 24, 1982 is hereby amended by adding the
following new subsection (i) to the end thereof:
" (i) This by-law shall not apply to the acquisition of Shares
by Warren E. Buffett (and/or his affiliates) in an amount not to exceed
15% of the outstanding Shares and such Shares when acquired by Mr.
Buffett (and/or his affiliates) shall not be Excess Shares."
FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This amendment, dated as of March 26, 1999, amends the Rights Agreement
dated as of June 21, 1989 (the "Rights Agreement") between MGI Properties (the
"Trust") and BankBoston, N.A. (formerly, The First National Bank of Boston), as
Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not
otherwise defined herein are used herein as so defined.
W I T N E S S E T H
WHEREAS, on June 21, 1989, the Board of Trustees of the Trust
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one preferred share purchase right (a
"Right," collectively, the "Rights"); and
WHEREAS, the Board of Trustees of the Trust authorized and declared a
dividend distribution of one Right for every Common Share of the Trust
outstanding on July 5, 1989 and authorized the issuance of one Right (subject to
certain adjustments) for each Common Share of the Trust issued between the
Dividend Record Date and the Distribution Date; and
WHEREAS, on June 21, 1989, the Trust and the Rights Agent entered into
the Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Disinterested Trustees now unanimously desire to amend certain provisions of the
Rights Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, Warren Buffett, together with
all Affiliates of such Person, shall not be deemed an
Acquiring Person for any purpose of this Agreement, provided,
that such Person together with his Affiliates does not become
the Beneficial Owner of 15% or more of the outstanding Common
Shares of the Trust."
2. Except as expressly herein set forth, the remaining provisions
of the Rights Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts,
and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together
constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 26th day of March, 1999 by
authorized representatives of each of the Trustee and the Rights Agent.
MGI PROPERTIES
By:________________________________
BANKBOSTON, N.A.
By:________________________________
-2-
