MGI PROPERTIES
8-K, 2000-08-15
REAL ESTATE INVESTMENT TRUSTS
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                       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): August 14, 2000
                                                  ------------------------------


                                 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.)


           50 Congress Street, Suite 222, Boston, Massachusetts 02109
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (617) 248-2300
                                                    ---------------------------




<PAGE>

Item 5.  Other Events.
         ------------

         On August 14, 2000,  MGI  Properties  (NYSE:  MGI) (the "Trust") sent a
letter to its shareholders in respect of the previously announced declaration of
a liquidating  distribution  of $1.85 per share payable on September 28, 2000 to
shareholders  of record at the close of business on  September  14, 2000 and the
scheduled  termination  of the Trust as of September 30, 2000, at which time the
Trust's  remaining  assets,  which currently  include cash and three properties,
will  contemporaneously  be  distributed,   subject  to  any  of  its  remaining
liabilities,  to  a  liquidating  trust  to  be  known  as  the  MGI  Properties
Liquidating Trust. For additional  information,  reference is made to the letter
which is  incorporated  herein by  reference  and is attached  hereto as Exhibit
99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and
         ---------------------------------------------------------
         Exhibits.
         --------

         (c) Exhibits

         Exhibit No.                                 Exhibit
         ----------                                  -------

           99.1            Letter to Shareholders dated August 14, 2000.



                                       -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: August 15, 2000                 By:/s/ Phillip C. Vitali
                                          ---------------------------
                                          Name:  Phillip C. Vitali
                                          Title: Executive Vice President
                                                   and Treasurer
                                                 (Principal Financial and
                                                 Accounting Officer)


                                       -3-

<PAGE>


                                  EXHIBIT INDEX
                                  -------------


99.1     Letter to Shareholders dated August 14, 2000.



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