SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MGI PROPERTIES
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(Exact name of Registrant as specified in its charter)
Massachusetts 04-6268740
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Winthrop Square, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Reference is hereby made to the Form 8-A of MGI Properties, a
Massachusetts business trust (the "Registrant"), filed with the Securities and
Exchange Commission on June 26, 1989, which is hereby incorporated by reference
herein.
The Registrant has executed an Amendment, dated as of March 26, 1999
(the "Amendment"), to the Rights Agreement, dated as of June 21, 1989, between
the Registrant and BankBoston, N.A. (formerly, The First National Bank of
Boston), as Rights Agent (the "Rights Agreement"), in order to enable Warren
Buffett and his affiliates to become the Beneficial Owner (as defined in the
Rights Agreement) of up to 15% or more of the outstanding Common Shares of the
Registrant without becoming an Acquiring Person (as defined in the Rights
Agreement).
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Amendment is
qualified in its entirety by reference to the Amendment.
ITEM 2. EXHIBITS.
1. Amendment No. 1 to Rights Agreement, dated as of
March 26, 1999, between MGI Properties and
BankBoston, N.A.
Page 2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 8, 1999 MGI PROPERTIES
By: /S/ PHILLIP C. VITALI
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Name: Phillip C. Vitali
Title: Executive Vice President
and Treasurer
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EXHIBIT LIST
1. Amendment No. 1 to Rights Agreement, dated as of March 26, 1999, between
MGI Properties and BankBoston, N.A.
Page 4
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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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
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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.
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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: /S/ W. PEARCE COUES
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Name: W. Pearce Coues
Title: Chairman of the Board
BANKBOSTON, N.A.
(formerly, The First National Bank of Boston)
By: /S/ TYLER HAYNES
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Name: Tyler Haynes
Title: Director, Client Services
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