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):April 10, 2000
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
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 10, 2000, MGI Properties (NYSE: MGI) (the "Trust")
sold a 362,000 square foot retail center located in Aurora, Illinois to M&J
Wilkow Properties, Inc., an Illinois corporation, for $22,640,000 in cash. The
sale was in furtherance of the Trust's Plan of Complete Liquidation and
Termination of Trust, which was approved by the Trust's Board of Trustees on
August 12, 1998 and by the Trust's shareholders on October 14, 1998. The
purchase price was determined by arms-length negotiations between the parties
and was based upon the aggregate fair market value of the property. 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 5. Other Events.
On April 17, 2000, the Trust announced that it sold an office
building located in Ann Arbor, Michigan for $7.6 million. The Trust presently
estimates that the liquidation will be substantially completed during the
Trust's third quarter ending August 31, 2000, although there can be no assurance
thereof. Additionally, it is presently anticipated that the Trust will convert
to a liquidating trust no later than October 14, 2000 but in no event prior to
June 30,
-2-
<PAGE>
2000, after which the beneficial interests in the successor entity will be
non-transferable. In addition, the Trust announced that two of its remaining
three properties are under contract and it is presently estimated, based on
current estimates of pricing with respect to the remaining properties, that
additional net liquidating distributions may aggregate approximately $2.50 per
share, after all fees and liquidation costs; however, no assurances can be given
that per share net liquidating distributions will reach that amount, nor as to
the actual timing of remaining distributions. For additional information,
reference is made to the news release, which is incorporated herein by reference
and is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
99.1 Press Release dated April 10, 2000.
99.2 Press Release dated April 17, 2000.
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<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: April 24, 2000 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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FOR IMMEDIATE RELEASE
April 10, 2000
MGI PROPERTIES ("MGI")
ANNOUNCES ADDITIONAL PROPERTY SALE;
REPORTS FIRST QUARTER RESULTS
Property Sale
BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees, today announced that MGI Properties (NYSE:MGI) has sold a retail
property located in Aurora, Illinois for a sale price of $22.6 million. Mr.
Coues noted that this is the second property sale to occur during MGI's second
quarter of fiscal 2000 and the fourth property sale since January 2000.
First Quarter Results
MGI Properties today reported 2000 first quarter results. Net income
for the quarter ended February 29, 2000 was $1,177,000, or $.09 per share
(basic) compared to $7,437,000, or $.54 per share (basic) for the first quarter
one year ago. The change in net income, when the first quarter of 2000 is
compared to the first quarter of 1999, primarily results from the sale of 62
properties which occurred in the 12 months ended February 29, 2000 pursuant to
the Plan of Liquidation and Termination of the Trust.
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, 1999, including those set forth under "Forward-Looking
Statements," "Other" and Item 1 - "Adoption and Implementation of Liquidation
Plan," and the Form 10-Q for the quarter ended February 29, 2000.
(Continued)
<PAGE>
MGI PROPERTIES
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
For the Three Months Ended
February 29, 2000 February 28, 1999
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Consolidated Statements of Earnings
Income:
<S> <C> <C>
Rental $ 2,563,000 $18,667,000
Interest 571,000 144,000
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Total Income(1) 3,134,000 18,811,000
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Expenses:
Property operating expenses 435,000 4,106,000
Real estate taxes 310,000 2,215,000
Depreciation and amortization 80,000 359,000
Interest 87,000 2,560,000
General and administrative 587,000 727,000
Liquidation plan 541,000 978,000
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Total Expenses 2,040,000 10,945,000
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Income before net gains 1,094,000 7,866,000
Net gains (loss) from sale of real estate 83,000 (143,000)
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Income before extraordinary items 1,177,000 7,723,000
Extraordinary item - Prepayment of debt - (286,000)
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Net Income $ 1,177,000 $ 7,437,000
============ ==========
Basic Earnings Per Share $0.09 $0.54
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Diluted Earnings Per Share $0.08 $0.52
===== =====
Average shares outstanding 13,774,221 13,770,999
========== ==========
</TABLE>
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(1) Total income excludes gains or losses.
(Continued)
<PAGE>
MGI PROPERTIES
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets February 29, 2000 November 30, 1999
- --------------------------- ----------------- -----------------
(Unaudited)
Assets
<S> <C> <C>
Properties held for sale $ 48,341,000 $ 56,310,000
Cash and cash equivalents 46,618,000 38,232,000
Accounts receivable 772,000 747,000
Other assets 3,285,000 3,222,000
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$ 99,016,000 $ 98,511,000
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Liabilities and Shareholders' Equity
Liabilities:
Loans payable $ 4,546,000 $ 4,585,000
Liquidating liabilities 12,137,000 12,715,000
Other liabilities 2,318,000 2,373,000
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Total liabilities 19,001,000 19,673,000
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Shareholders' equity:
Common shares -- $1 par value; 17,500,000 shares authorized;
13,774,221 issued 13,774,000 13,774,000
Additional paid-in capital 208,363,000 208,363,000
Distributions in excess of net income (142,122,000) (143,299,000)
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Total shareholders' equity 80,015,000 78,838,000
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$ 99,016,000 $ 98,511,000
============= =============
</TABLE>
Portfolio Leasing (at February 29, 2000):
Total Percentage
Property Type Square Feet Leased
Retail(1) 609,200 96.7%
Office 203,900 99.1%
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Total Commercial Portfolio 813,100 97.3%
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(1) Subsequent to February 29, 2000, two retail properties aggregating 508,700
square feet were sold for $30.8 million.
# # #
For further information contact:
Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000
FOR IMMEDIATE RELEASE
April 17, 2000
MGI PROPERTIES ("MGI")
ANNOUNCES PROPERTY SALE
AND REVIEWS LIQUIDATION STATUS
BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees, today announced that MGI Properties (NYSE:MGI) has sold an office
building located in Ann Arbor, Michigan for a sale price of $7.6 million. Mr.
Coues noted that this is the third property sale to occur during MGI's second
quarter of fiscal 2000 and the fifth property sale since January 2000. Following
the Michigan sale, MGI owns three properties. Mr. Coues also noted that MGI has
entered into an agreement to sell two properties, an office building and an
adjacent property, both located in Tampa, Florida. The sale agreement is subject
to the customary terms and conditions for transactions of this type, including,
among other things, the respective purchaser's satisfactory completion of due
diligence, engineering and environmental inspections, and approval of titles and
surveys. Accordingly, there can be no assurance that this sale will be
successfully completed.
Mr. Coues stated that it is presently estimated that the liquidation
will be substantially completed during MGI's third quarter ending August 31,
2000, although there can be no assurance thereof. Additionally, it is presently
anticipated that MGI will convert to a liquidating trust no later than October
14, 2000 but in no event prior to June 30, 2000, after which the beneficial
interests in the successor entity will be non-transferable.
Mr. Coues also noted that MGI has made liquidating distributions
aggregating $27.16 per share since the October 1998 special shareholder meeting
approving the Plan of Liquidation. It is presently estimated, based on current
estimates of pricing with respect to all of the remaining properties, that
additional net liquidating distributions may aggregate approximately $2.50 per
share, after all fees and liquidation costs; however, no assurances can be given
that per share net liquidating distributions will reach that amount, nor as to
the actual timing of remaining distributions.
Availability of Reports
Shareholders of record may obtain, upon request, copies of MGI's
Annual Report on Form 10-K for the fiscal year ended November 30, 1999 and the
Quarterly Report on Form 10-Q for the quarter ended February 29, 2000 as filed
with the Securities Exchange Commission by writing to Ms. Jean M. Harrington,
Vice President and Secretary, MGI Properties, One Winthrop Square, Boston,
Massachusetts 02110.
# # #
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, 1999, including those set forth under "Forward-Looking
Statements," "Other" and Item 1 - "Adoption and Implementation of Liquidation
Plan," and the Form 10-Q for the quarter ended February 29, 2000.
