MGI PROPERTIES LIQUIDATING TRUST
8-K, 2000-10-31
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): October 2, 2000
                                                  ---------------


                      MGI PROPERTIES LIQUIDATING TRUST
--------------------------------------------------------------------------------
    (Exact name of registrant as specified in its charter)


    Massachusetts                   1-6833           04-3532592
--------------------------------------------------------------------------------
(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  October  3,2000,  MGI  Properties  Liquidating  Trust (the
"Liquidating  Trust") announced that MGI Properties  terminated its existence as
of September 30, 2000, and MGI Properties' remaining assets,  consisting of cash
and three  properties,  and  liabilities,  were  transferred to the  Liquidating
Trust. The Liquidating  Trust also announced that MGI Properties filed a Form 15
with the Securities and Exchange Commission to terminate the registration of its
Common  Shares  under  the  Securities  Exchange  Act of  1934.  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 October 2, 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 LIQUIDATING TRUST
                                       --------------------------------
                                       (Registrant)



Dated: October 16, 2000                By: /s/ Phillip C. Vitali
                                           -----------------------------
                                           Name: Phillip C. Vitali
                                           Title: Executive Vice President
                                                  and Treasurer




                                       -3-

<PAGE>

                                  EXHIBIT INDEX


99.1              Press Release dated October 2, 2000.





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