MILESTONE PROPERTIES INC
8-K, 1998-04-29
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)       April 23,1998

                        MILESTONE PROPERTIES, INC.
              (Exact Name of Registrant as Specified in Charter)



       Delaware                       1-10641                  65-0158204
(State or Other Jurisdiction        (Commission             (IRS Employer
   of Incorporation)                 File Number)            Identification No.)



150 E. Palmetto Park Road, 4th Floor, Boca Raton, Florida                33432
      (Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code  (561) 394-9533


         (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 5.                 OTHER EVENTS.

     Reference is made to (i) the disclosures in "Item 3 - Legal Proceedings" of
the Annual Report on Form 10-K for the year ended December 31, 1997 of Milestone
Properties,  Inc. (the  "Registrant"),  a Delaware  corporation,  filed with the
Securities and Exchange  Commission (the "SEC") on March 30, 1998, in connection
with, and describing,  a certain  purported  derivative and class action lawsuit
(John  Winston v. Leonard S.  Mandor,  Robert A.  Mandor,  Joan  LeVine,  Harvey
Jacobson,  Gregory McMahon,  Geoffrey Aaronson,  Milestone Properties,  Inc. and
Concord  Assets  Group,  Inc.) (the  "Winston  Action")  pending in the Court of
Chancery of the State of Delaware (the "Delaware  Court") against the Registrant
and certain of its directors,  (ii) the Registrant's  Current Report on Form 8-K
(the  "November  Form 8-K") which was filed with the SEC on November 12, 1997 in
connection  with the parties to the Winston Action having entered into a certain
stipulation and agreement of settlement (the "Settlement  Agreement") on October
30,  1997,  and (iii)  the  Settlement  Agreement,  a copy of which was filed as
Exhibit 2 to the November Form 8-K.

     Counsel for the plaintiff in the Winston  Action has advised the Registrant
that  the  plaintiff  will  not  proceed  with  the  Settlement  Agreement.  The
Registrant's  counsel  has  advised  the  Delaware  Court  that  the  Settlement
Agreement has been terminated and that the parties will resume litigation of the
Action which is currently on appeal.



ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

1.              Milestone Properties, Inc. Press Release, dated April 23, 1998.


<PAGE>
                                           SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                     MILESTONE PROPERTIES, INC.


                                     By: /s/  Patrick S Kirse
                                        ------------------------
                                        Patrick S. Kirse
                                        Vice President of Accounting
                                        (Principal Accounting Officer)

Date:  April 28, 1998


<PAGE>

                                                   EXHIBIT INDEX


Exhibit                                          Description

99.1                                           Milestone Properties, Inc. Press
                                               Release, dated April 23, 1998


<PAGE>

Exhibit 99.1
- --------------

PRESSRELEASE
Milestone Properties, Inc.o  150 Palmetto Park Road o  Boca Raton, FL 33432 o 
 (561) 394-9533 o  Fax: (561) 392-8311



For Immediate Release

Date:             April 23, 1998
Contact:          Karen Renza, Director of Stockholder Services
Phone:            (561) 394-9533
Fax:              (561) 392-8311


Boca Raton,  Florida--Milestone  Properties,  Inc. (NYSE: MPI/MPI PRA) announced
today that the  plaintiffs in a purported  class action  lawsuit  pending in the
Court of Chancery  of the State of  Delaware  against the Company and certain of
its  directors  have  advised  the  Company  that they will not  proceed  with a
previously announced settlement agreement. The Company's counsel has advised the
court that the proposed  settlement  agreement has been  terminated and that the
parties will resume litigation of the matter which is currently on appeal.

The Company,  directly and through its wholly owned subsidiaries,  is engaged in
the business of owning,  acquiring,  managing,  developing and investing in real
estate and real estate related assets.



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