MISSION WEST PROPERTIES/NEW/
8-K, 1995-02-15
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS
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<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 3, 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 February 3, 1995, Mission West Properties (the "Company") announced that the
proposed sale of substantially all its real estate assets to Bedford Property
Investors, Inc. had been terminated. The agreement had been preliminarily
announced November 10, 1994, with announcement of a Definitive Agreement on
January 9, 1995.



Item 7: Exhibits
        --------

   (99) Additional Exhibits: February 3, 1995, News Release announcing
        termination of the agreement to sell substantially all of the assets of
        the Company.




                                   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)
      February 14, 1995

<PAGE>
 
                                FOR IMMEDIATE RELEASE

                                For Further Information Contact:

                                        J. GREGORY KASUN, PRESIDENT AND CEO
                                        Telephone:  (619) 450-3135






                       MISSION WEST PROPERTIES ANNOUNCES
                                 TERMINATION OF
                      AGREEMENT TO SELL REAL ESTATE ASSETS




   SAN DIEGO, CALIFORNIA, February 3, 1995 -- Mission West Properties (ASE/PSE:
MSW) today announced that Bedford Property Investors, Inc., had terminated the
previously-announced agreement to buy substantially all of the Company's real
estate assets.  In commenting on the development, J. Gregory Kasun, President
and Chief Executive Officer of Mission West Properties, stated, "Bedford
Property Investors exercised its right to terminate the transaction during the
due diligence period provided under the definitive agreement.  While we had
looked forward to a conclusion of the sale, we will now move forward to pursue
other appropriate options to maintain and enhance shareholder value.  Most
importantly, we believe our balance sheet continues to be strong and we have the
ability to continue to hold our properties for the long term."

      Mission West Properties owns and operates income properties that are
located primarily in Southern California.


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