<PAGE>
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): FEBRUARY 14, 1995 Commission File Number 1-8383
MISSION WEST PROPERTIES
Incorporated in California IRS Employer Identification Number: 95-2635431
Principal Executive Offices: Telephone: (619) 450-3135
6815 Flanders Drive, Suite 250
San Diego, California 92121-3914
<PAGE>
Item 5: Other Events
------------
On or about February 14, 1995, Mission West Properties (the "Company") commenced
mailing of its Annual Report and Proxy Statement to shareholders. The Company's
Form 10-K and Definitive Proxy Statement were concurrently filed with the
Securities and Exchange Commission via EDGAR. The Company's Annual Report
consists of the Form 10-K accompanied by a President's letter, a picture of one
of the Company's properties, and a listing of the Company's officers, directors,
and certain other information. Attached herein as Exhibit 99 is the President's
letter, a description of the picture, and the other information.
Item 7: Exhibits
--------
(99) Additional Exhibits: Annual Report for the fiscal year ended November 30,
1994.
SIGNATURE
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, thereunto duly authorized.
MISSION WEST PROPERTIES
- -----------------------
Registrant
By: /s/ Katrina L. Thompson
------------------------------------------------
Katrina L. Thompson
Chief Financial Officer & Secretary
(Principal Financial and Accounting Officer)
April 4, 1995
2
<PAGE>
Exhibit 99
- ----------
Mission West Properties
Description of 1994 Annual Report
Page 1
Description of Annual Report front cover: computer-modified photograph,
covering the entire page, of a concrete tilt-up two-story building owned by the
Company with palm trees and other landscaping in the foreground. Text consists
of:
MISSION WEST PROPERTIES
ANNUAL REPORT 1994
Description of Annual Report inside front cover: repeat of photograph contained
on front cover, covering 1/3 of the page. Text consists of the President's
letter, as follows:
TO OUR SHAREHOLDERS
For the fiscal year ended November 30, 1994, the Company reported a net loss
of $1,943,000, which compares to a net loss of $1,065,000 in the previous
year. The fiscal 1994 results include significant nonrecurring items
comprising a $5,200,000 provision for estimated losses on real estate,
$1,500,000 in revenue from the settlement of a claim related to a profits
interest in a property previously sold, and a $440,000 cumulative effect from
a change in accounting for income taxes. The provision for estimated losses
on real estate arose as a result of entering into an agreement in November
1994 to sell substantially all of the Company's real estate assets; the
agreement was terminated by the purchaser in February 1995. This adjustment
represented the difference between the carrying value of the real estate and
the value of the proposed transaction.
We continue to actively manage our real estate projects. By maintaining the
properties in a quality condition and providing superior service to tenants,
the properties remain attractive from a leasing, as well as an investment,
perspective. During the year, we were successful in leasing or renewing
approximately 180,000 square feet of commercial office and industrial space,
or 22 percent of the portfolio, with minimal expenditures for refurbishments.
Portfolio occupancy averaged 84 percent during the year.
It appears as though the southern California economy is improving, although
modestly. We are optimistic that this improvement, combined with our
efforts, will translate into increased occupancy, higher rental rates, and
ultimately into increases in the value of our real estate investments.
In accordance with our objectives for the long-term, we will continue to
consider strategies outside our normal activities. We have the option and
ability to pursue certain strategic alternatives as a result of many factors,
including the quality of our projects, our cash reserves, and our stable debt
position. We will continue to refine property operations and continue toward
our goal of enhancing shareholder value. We appreciate your continued
support.
Sincerely,
J. Gregory Kasun
President and Chief Executive Officer
1
<PAGE>
Exhibit 99
- ----------
Mission West Properties
Description of 1994 Annual Report
Page 2
Contents of the annual report consist solely of the Form 10-K filed for the year
ended November 30, 1994, previously filed with the Securities and Exchange
Commission via EDGAR.
Description of Annual Report inside back cover: repeat of photograph contained
on front cover, covering 1/3 of the page. Text consists of the following
Company data:
DIRECTORS LEGAL COUNSEL
Michael M. Earley Pillsbury Madison
President & Chief Operating Officer, & Sutro
Triton Group Ltd. San Diego, California
Mark G. Foletta INDEPENDENT ACCOUNTANTS
Senior Vice President & Price Waterhouse
Chief Financial Officer San Diego, California
Triton Group Ltd.
REGISTRAR/TRANSFER AGENT
J. Gregory Kasun First Interstate Bank
President & Los Angeles, California
Chief Executive Officer
Mission West Properties SECURITIES TRADED
American Stock Exchange
William E. Nelson Pacific Stock Exchange
Chairman of the Board, Symbol: MSW
Scripps Bank Newspaper Listing: MissnW
President &
Chief Executive Officer,
Scripps Institutions of
Medicine and Science
John C. Stiska
Chairman & OFFICERS
Chief Executive Officer
Triton Group Ltd. Harve Filuk
Vice President
Richard R. Tartre
Managing Director, J. Gregory Kasun
Eden Financial Group, Inc. President &
Chief Executive Officer
Byron B. Webb, Jr.
President, Katrina L. Thompson
La Jolla Savers & Mortgage Chief Financial Officer &
Fund Secretary
2
<PAGE>
Exhibit 99
- ----------
Mission West Properties
Description of 1994 Annual Report
Page 3
Description of Annual Report back cover: repeat of photograph contained on
front cover, covering 1/2 of the page. Text consists of the following Company
data:
MISSION WEST PROPERTIES
6815 Flanders Drive
Suite 250
San Diego
California 92121-3914
619.450.3135
FAX 619.450.1618
3
