0000919574-01-501083.txt : 20011119
0000919574-01-501083.hdr.sgml : 20011119
ACCESSION NUMBER: 0000919574-01-501083
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011106
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: S MUOIO & CO LLC
CENTRAL INDEX KEY: 0001138996
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 509 MADISON AVE SUITE 406
CITY: NEW YORK
STATE: NY
ZIP: 10022
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MGI PROPERTIES LIQUIDATING TRUST
CENTRAL INDEX KEY: 0000068330
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 046268740
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1130
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-10157
FILM NUMBER: 1775892
BUSINESS ADDRESS:
STREET 1: 50 CONGRESS STREET
STREET 2: SUITE 222
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6172482300
MAIL ADDRESS:
STREET 1: 50 CONGRESS STREET
STREET 2: SUITE 222
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: EASTERN SHOPPING CENTERS INC
DATE OF NAME CHANGE: 19711121
FORMER COMPANY:
FORMER CONFORMED NAME: MGI PROPERTIES
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: MORTGAGE GROWTH INVESTORS
DATE OF NAME CHANGE: 19880225
SC 13G/A
1
mu01834001ad4.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: MGI Properties, Inc.
Title of Class of Securities: Common Stock, $1.00 par value
CUSIP Number: 552885105
(Date of Event Which Requires Filing of this Statement)
August 4, 2000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP Number: 552885105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Salvatore Muoio
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
903,700
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
903,700
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
903,700
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
-2-
11. Percent of Class Represented by Amount in Row (9)
6.56%
12. Type of Reporting Person
IN
-3-
CUSIP Number: 552 885 105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
SM Investors, LP
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
704,200
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
704,200
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
704,200
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
-4-
11. Percent of Class Represented by Amount in Row (9)
5.11%
12. Type of Reporting Person
PN
-5-
Item 1(a) Name of Issuer: MGI Properties Inc.
(b) Address of Issuer's Principal Executive Offices:
500 Congress Street, Suite 222
Boston, MA 02109
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Salvatore Muoio
509 Madison Avenue, Suite 406
New York, New York 10022
Salvatore Muoio - United States citizen
SM Investors, LP - Delaware limited partnership
(d) Title of Class of Securities: Common Stock, $1.00
par value
(e) CUSIP Number: 552885105
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
-6-
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 903,700 shares
owned by Salvatore Muoio; 704,200 shares owned by
SM Investors, L.P.
(b) Percent of Class: 6.56% by Salvatore Muoio;
5.11% by SM Investors, L.P.;
(c) Salvatore Muoio: 903,700 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
903,700 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
SM Investors, L.P.: 704,200 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
704,200 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
-7-
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
SM INVESTORS, LP
S. Muoio & Co. LLC
By: /s/ Salvatore Muoio
__________________________________
Salvatore Muoio, Managing Member
/s/ Salvatore Muoio
_________________________
Salvatore Muoio
November 5, 2001
__________________
Date
-8-
AGREEMENT
The undersigned agree that this Schedule 13G/A
Amendment No. 1 dated November 5, 2001 relating to the
Common Stock of MGI Properties Inc. Trust shall be filed on
behalf of the undersigned.
SM INVESTORS, L.P.
S. Muoio & Co. LLC
General Partner
By: /s/ Salvatore Muoio
________________________________
Salvatore Muoio, Managing Member
/s/ Salvatore Muoio
_______________________________
Salvatore Muoio
-9-
01834001.AD4