<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): NOVEMBER 22, 1996 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 November 22, 1996, Mission West Properties (seller) and Lincoln Property
Company N.C., Inc. (purchaser) executed Amendment No. 1 to their Agreement of
Purchase and Sale and Joint Escrow Instructions.
Item 7: EXHIBITS
(10) Additional Exhibits: Amendment No. 1 to Agreement of Purchase and
Sale and Joint Escrow Instructions (excluding exhibits), dated
November 22, 1996.
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)
November 25, 1996
-2-
<PAGE>
EXHIBIT (10)
AMENDMENT NO. 1
TO
AGREEMENT OF PURCHASE AND SALE
AND
JOINT ESCROW INSTRUCTIONS
This AMENDMENT NO. 1 TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (the "Amendment") is made as of this 22nd day of November, 1996 by
and among LINCOLN PROPERTY COMPANY N.C., INC., a Texas corporation (the
"Buyer"), MISSION WEST PROPERTIES, a California corporation ("MWP"), and MISSION
WEST EXECUTIVE AIRCRAFT CENTER, INC., a California corporation ("MWEAC"), with
reference to the facts set forth in the Recitals below.
RECITALS
A. MWEAC is a wholly-owned subsidiary of MWP. Hereafter, MWP and MWEAC
may sometimes be collectively referred to as the "Seller."
B. Buyer and Seller are parties to a certain Agreement of Purchase and
Sale and Joint Escrow Instructions dated October 14, 1996 (the "Purchase
Agreement").
C. The parties desire to amend the Purchase Agreement as set forth below
in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the Purchase Agreement, this Amendment
and other good and valuable consideration, the parties hereby agree as follows:
1. INTERPRETATION. Terms with initial capital letters are defined terms
which shall have the meanings ascribed to them in the Purchase Agreement, unless
the context of this Amendment requires otherwise. Except as amended by this
Amendment, the Purchase Agreement shall remain in full force and effect. In the
event of a conflict between the provisions of this Amendment and those of the
Purchase Agreement, this Amendment shall control.
2. MWEAC CONTINGENCIES. Buyer hereby confirms that the following three
(3) of the seven (7) MWEAC Contingencies have been fully satisfied: item (3) --
relating to the approval of the Preliminary Reports and Surveys; item (4) --
relating to removal of an UST; and item (5) -- relating to the Camp Dresser
Assessment. The other four (4) MWEAC Contingencies have not been waived or
satisfied. With respect to MWEAC Contingency No. (7) relating to amendments of
the MWEAC Ground Leases, it is agreed that Buyer shall not be entitled to
disapprove of the pending First Amendment to Aviation Lease for MWEAC II and
Third Amendment to Aviation Lease for MWEAC I on the grounds that such
Amendments fail to include -- in whole or part -- the following provisions:
Clauses 50.7, 50.8, 50.9 and 54, as set forth in the copy of First Amendment to
Aviation Lease attached hereto as Exhibit "C."
3. AMENDMENT OF SECTION 1.10. Section 1.10 of the Purchase Agreement is
hereby amended to change the Target Date for Seller's Shareholders' Meeting to
December 7, 1996.
4. AMENDMENT OF SECTION 6.8(i). Section 6.8(i) of the Purchase Agreement
is hereby amended by deleting all references to "Camino West Carlsbad Property"
and replacing them with the term "Camino West Business Park Property."
<PAGE>
5. DELIVERY OF BUYER'S REPORTS. Section 8.7 of the Purchase Agreement
required Buyer to deliver Buyer's Reports to Seller on October 14, 1996. Buyer
shall deliver to Seller Buyer's Reports no later than December 2, 1996. At the
Closing, Buyer shall deliver a certificate to Seller in which Buyer represents
and warrants that Buyer has previously delivered to Seller all of Buyer's
Reports.
6. AMENDMENT OF SECTION 10.2. Seller has previously collected Estoppel
Certificates from A-Tenants in excess of the Minimum Number of Estoppels for use
in the terminated transaction with DMB/SVP. Notwithstanding anything in Section
10.2(a) of the Purchase Agreement to the contrary, the parties agree that Seller
may use these same Estoppel Certificates in the pending transaction with Buyer
without having to update them, subject, however, to the following terms and
conditions:
(a) Seller shall obtain a letter (the "Estoppel Letter") dated no earlier
than November 11, 1996 from each of the Confirming Tenants (as defined below)
confirming the accuracy of the Estoppel Certificates previously furnished by the
Confirming Tenants.
(b) The Estoppel Letters shall be in substantially the same form as
Exhibit "A" hereto.
(c) The term "Confirming Tenants" shall mean (i) the four (4) largest
Tenants of each Property and (ii) one Tenant of each building on each Property.
The Confirming Tenants are listed on the Schedule of Confirming Tenants attached
hereto as Exhibit "B."
IN WITNESS WHEREOF, the parties hereby execute this Amendment No. 1 to
Agreement of Purchase and Sale and Joint Escrow Instructions as of the date
first written above.
"SELLER" MISSION WEST PROPERTIES,
a California corporation
By: /s/ J. Gregory Kasun
-----------------------------------------
J. Gregory Kasun
President and Chief Executive Officer
MISSION WEST EXECUTIVE AIRCRAFT
CENTER, INC., a California corporation
By: /s/ J. Gregory Kasun
-----------------------------------------
J. Gregory Kasun
President and Chief Executive Officer
"BUYER" LINCOLN PROPERTY COMPANY N.C.,
INC., a Texas corporation
By: /s/ William A. Shubin
----------------------------------------
William A. Shubin
2
