MGI PROPERTIES
8-K, 2000-08-02
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 1, 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 1, 2000,  MGI Properties  (NYSE:  MGI) (the "Trust")
announced  that the  Trust's  Board  of  Trustees  has  declared  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 that the Trust will be
terminated as of September 30, 2000, at which time its 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. The last day of trading of
the Trust's  Common Shares on the New York Stock  Exchange will be September 27,
2000.  MGI's stock  transfer books will be closed as of the close of business on
September 27, 2000.  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.

         (c) Exhibits

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

           99.1            Press Release dated August 1, 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 2, 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              Press Release dated August 1, 2000.





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