TAUNUS CORPORATION
31 West 52nd Street
New York, New York 10019
Linda L. Assali
Director
Telephone: (615) 835-2901
February 11, 2000
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
MGI Properties Inc.
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda L. Assali
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
MGI Properties Inc.
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $ 1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
552885105
_______________________________________
CUSIP NUMBER
December 31, 1999
_______________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-I(b)
[ ] Rule 13d-I(c)
[ ] Rule 13d-I(d)
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Taunus Corporation
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 712,842
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 714,342
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,342
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12.TYPE OF REPORTING PERSON
HC,CO
Item 1(a). Name of Issuer:
MGI Properties Inc. (the Issuer )
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices
is One Winthrop Square, Boston, MA 02110
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Taunus Corporation
(the Reporting Person ).
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The principal place of business of the
Reporting Person is 31 West 52nd Street, New
York, New York, 10019.
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set
forth on the cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock (the
Common Stock ).
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on
each cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is
a:
A. Taunus Corporation:
(a) [ ] Broker or dealer registered under
section 15 of the Act;
(b) [ ] Bank as defined in section 3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined in
section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with
Rule 13d-1 (b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment
fund in accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [X] A parent holding company or control
person in accordance with Rule 13d-1 (b)(1)(ii)(G);
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [ ]
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of
the Common Stock as set forth on the cover
page.
(b) Percent of class:
The Reporting Persons owns the percentage
of the Common Stock as set forth on the cover
page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Persons has the sole
power to vote or direct the vote of the
Common Stock as set forth on the cover
page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared
power to vote or direct the vote of the
Common Stock as set forth on the cover
page.
(iii) sole power to dispose or to direct the
disposition of:
The Reporting Person has the sole
power to dispose or direct the disposition
of the Common Stock as set forth on the
cover page.
(iv) shared power to dispose or to direct the
disposition of:
The Reporting Person has the shared
power to dispose or direct the disposition
of the Common Stock as set forth on the
cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Deutsche Bank Securities Inc., Bankers Trust Company
and DB Alex.Brown LLC are indirect wholly-owned subsidiaries of
Taunus holding Common Stock. Omitted from the ownership
structure are certain intermediate and/or indirect holding
companies of Taunus which do not exercise voting or investment
discretion with respect to the Common Stock reported under this
filing.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 11, 2000
TAUNUS CORPORATION
By: /s/ David
Mellgard
Name: David Mellgard
Title: Secretary
