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): March 6, 2000
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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
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<PAGE>
Item 5. Other Events.
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On March 6, 2000, MGI Properties (NYSE: MGI) (the "Trust")
issued a press release which is hereby incorporated by reference and attached
hereto as Exhibit 99.1.
On March 16, 2000, the Trust issued another press release
which is hereby incorporated by reference and attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(c) Exhibits
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Exhibit No. Exhibit
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99.1 Press Release dated March 6, 2000.
99.2 Press Release dated March 16, 2000.
-2-
<PAGE>
SIGNATURES
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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
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(Registrant)
Dated: March 17, 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)
FOR IMMEDIATE RELEASE
March 6, 2000
MGI PROPERTIES ("MGI")
REPORTS 1999 RESULTS;
REVIEWS LIQUIDATION AND PROPERTY SALES
Review of Liquidation Status and Property Sales
BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees, reported that since February 1, 2000, MGI has completed the sale of
three properties, the previously announced $8.3 million sale of a retail
property located in Peabody, Massachusetts, the February 25, 2000 sale for $0.1
million of a parcel of land located in Michigan, and on March 3, 2000, the $8.2
million sale of a retail center located in Maryland. MGI has five remaining
properties, which are presently in various stages of marketing. 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. Mr. Coues also noted that in 1999, liquidating
distributions aggregated $24.16 per share. 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, after all fees and
liquidation costs, approximately $5.50 per share; 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.
Results of Operations
MGI Properties today reported 1999 audited results. For the year
ended November 30, 1999, net income, which reflects the sale of 61 properties,
was $154.7 million, or $11.23 per share (basic), as compared to the $29.8
million, or $2.17 per share (basic), earned in fiscal 1998. Net income in 1999
included net gains of $159.7 million, or $11.59 per share, as compared to net
gains in 1998 of $8.4 million, or $.61 per share. Also included in 1999 net
income were various expenses related to MGI's liquidation and disposition of
property that aggregated approximately $30.2 million as compared to $1.0 million
in 1998.
Net income for the fourth quarter ended November 30, 1999 was $16.2
million, or $1.18 per share (basic), compared to $6.7 million, or $.48 per share
(basic), for the fourth quarter of 1998. Net income for the fourth quarter of
1999 included net gains of $22.0 million, or $1.60 per share. There were no
gains recognized in the fourth quarter of 1998. Included in the fourth quarter
of 1999 were liquidation-related expenses that aggregated approximately $8.5
million as compared to $0.5 million included in 1998's fourth quarter net
income.
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."
(Continued)
<PAGE>
MGI PROPERTIES
SELECTED FINANCIAL INFORMATION
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<TABLE>
<CAPTION>
For the Three Months Ended November 30, For the Twelve Months Ended November 30,
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1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Consolidated Statement of Earnings
Income:
Rental income $ 3,705,000 $18,448,000 $ 49,604,000 $70,338,000
Interest income 1,147,000 193,000 3,472,000 651,000
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Total Income(1) 4,852,000 18,641,000 53,076,000 70,989,000
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Expenses:
Property operating expenses 975,000 4,203,000 11,398,000 16,348,000
Real estate taxes 346,000 2,112,000 5,699,000 8,134,000
Depreciation and amortization 294,000 1,737,000 1,229,000 10,379,000
Provision for loss on property held for sale 2,081,000 -- 11,031,000 --
Interest 320,000 2,496,000 6,276,000 10,122,000
General and administrative 206,000 879,000 2,912,000 3,592,000
Liquidation plan 6,420,000 542,000 19,194,000 972,000
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Total Expenses 10,642,000 11,969,000 57,739,000 49,547,000
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Income (loss) before net gains (5,790,000) 6,672,000 (4,663,000) 21,442,000
Net gains from sale of real estate 22,001,000 -- 159,655,000 8,375,000
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Income before extraordinary items 16,211,000 6,672,000 154,992,000 29,817,000
Extraordinary item - Prepayment of debt -- -- (286,000) --
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Net Income $ 16,211,000 $ 6,672,000 $ 154,706,000 $29,817,000
============ =========== ============= ===========
Basic Earnings Per Share $ 1.18 $ .48 $ 11.23 $ 2.17
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Diluted Earnings Per Share $ 1.13 $ .47 $ 11.06 $ 2.12
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Average shares outstanding 13,774,221 13,763,004 13,773,426 13,736,729
</TABLE>
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(1) Total income excludes gains or losses.
(Continued)
<PAGE>
MGI PROPERTIES
SELECTED FINANCIAL INFORMATION
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<TABLE>
<CAPTION>
Consolidated Balance Sheet November 30, 1999 November 30, 1998
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<S> <C> <C>
Assets
Properties held for sale $ 56,310,000 $365,543,000
Cash and cash equivalents 38,232,000 12,265,000
Accounts receivable 747,000 5,040,000
Other assets 3,222,000 11,655,000
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$ 98,511,000 $394,503,000
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Liabilities and Shareholders' Equity
Liabilities:
Loans payable $ 4,585,000 $130,517,000
Liquidating liabilities 12,715,000 880,000
Other liabilities 2,373,000 6,284,000
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Total liabilities 19,673,000 137,681,000
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Shareholders' equity:
Common shares -- $1 par value; 17,500,000 shares authorized;
13,774,221 issued (13,764,221 at November 30, 1998) 13,774,000 13,764,000
Additional paid-in capital 208,363,000 208,278,000
Undistributed (distributions in excess of) net income (143,299,000) 34,780,000
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Total shareholders' equity 78,838,000 256,822,000
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$ 98,511,000 $394,503,000
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</TABLE>
Portfolio Leasing (at November 30, 1999):
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Total Percentage
Property Type Square Feet Leased
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Retail(1) 716,100 97.5%
Office 203,900 99.1%
Total Commercial 920,000 97.9%
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(1) Subsequent to November 30, 1999, a 106,900 square-foot retail property was
sold for $8.3 million.
# # #
For further information contact:
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Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000
FOR IMMEDIATE RELEASE
March 16, 2000
MGI PROPERTIES ("MGI")
DECLARES LIQUIDATING DISTRIBUTION OF $3.00 PER SHARE
BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board
of Trustees, today announced that MGI Properties' (NYSE:MGI) Board of Trustees
has declared a liquidating distribution of $3.00 per share payable April 13,
2000 to shareholders of record at the close of business on April 4, 2000. Since
the October 14, 1998 liquidation vote, liquidating distributions, inclusive of
the $3.00, will total $27.16 per share. The amount and timing of remaining
distributions will be determined by the Trustees based upon funds available, net
proceeds realized from remaining property sales, the timing of such sales, the
level of reserves deemed necessary or appropriate, and other considerations.
# # #
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."
