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): November 1, 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 November 1, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced
that the Trust completed the sales of three properties for an aggregate purchase
price of $19.8 million, which included $11.4 million of debt assumed by one of
the purchasers. The Trust also announced that management currently estimates
that substantially all of Trust's remaining properties are expected to be sold
within three to six months, although no assurances can be given. The Trust also
announced that the Trust's Board of Trustees declared a distribution of $4.50
payable on November 23, 1999 to shareholders of record on November 15, 1999. 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.
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(c) Exhibits
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Exhibit No. Exhibit
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99.1 Press Release dated November 1, 1999.
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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: November 4, 1999 By:/s/ Phillip C. Vitali
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Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
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99.1 Press Release dated November 1, 1999.
FOR IMMEDIATE RELEASE
November 1, 1999
MGI PROPERTIES ("MGI")
ANNOUNCES ADDITIONAL PROPERTY SALES;
DECLARES LIQUIDATING DISTRIBUTION OF $4.50 PER SHARE
Property Sales
BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees, today announced that MGI Properties (NYSE:MGI) has completed the
sales of three properties for an aggregate $19.8 million, which included $11.4
million of debt assumed by one of the purchasers. The properties sold were the
Trust's remaining apartment complex in Harrison Township, Michigan, and two
office buildings in Greenville, South Carolina. Following these sales, Mr. Coues
noted that MGI's remaining real estate portfolio consists of eight properties,
two of which are under agreement to be sold. The sales agreements are subject to
the customary terms and conditions for transactions of this type, including the
respective purchaser's satisfactory completion of due diligence, engineering and
environmental inspections, and approval of titles and surveys. These sales are
expected to close later this year, although there can be no assurance that any
of them will be successfully completed. Management currently estimates, based on
the present status of MGI's sales effort, that substantially all of the
properties will be sold within three to six months; however, no assurances can
be made as to the amounts to be realized from remaining sales or the actual
timing of such sales and subsequent distributions.
Distribution
The Board of Trustees has declared a distribution of $4.50 per share payable
November 23, 1999 to shareholders of record at the close of business on November
15, 1999. Since the October 14, 1998 liquidation vote, liquidating
distributions, inclusive of the $4.50, will total $24.16 per share. Future
distribution dates will be determined by the Trustees based upon funds
available, net proceeds realized from remaining property sales, the timing of
such sales, the level of reserves deemed necessary or appropriate, and other
considerations.
# # #
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.
