-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, La+OV97YR0gFU3oCzkn5EExO/UCvh3K2WPr7fUe1VeAtXvcwtsVWxaQpBqcXB9Lh HBy8sFe4uuPvX9Hz1uO/zQ== 0000919574-02-000518.txt : 20020414 0000919574-02-000518.hdr.sgml : 20020414 ACCESSION NUMBER: 0000919574-02-000518 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S MUOIO & CO LLC CENTRAL INDEX KEY: 0001138996 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: 02548911 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: MGI PROPERTIES DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORTGAGE GROWTH INVESTORS DATE OF NAME CHANGE: 19880225 FORMER COMPANY: FORMER CONFORMED NAME: EASTERN SHOPPING CENTERS INC DATE OF NAME CHANGE: 19711121 SC 13G/A 1 mu01834001ad6.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No.: 2 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) December 31, 2001 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: 231,000 6. Shared Voting Power: 754,600 7. Sole Dispositive Power: 231,000 8. Shared Dispositive Power: 754,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 985,600 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -2- 11. Percent of Class Represented by Amount in Row (9) 7.15% 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: 754,600 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 754,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 754,600 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -4- 11. Percent of Class Represented by Amount in Row (9) 5.48% 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: 985,600 shares owned by Salvatore Muoio; 754,600 shares owned by SM Investors, L.P. (b) Percent of Class: 7.15% by Salvatore Muoio; 5.48% by SM Investors, L.P.; (c) Salvatore Muoio: 754,600 shares with shared power to vote or to direct the vote; 231,000 shares with sole power to vote or to direct the vote; 754,600 shares with shared power to dispose or to direct the disposition of; 231,000 shares with the sole power to dispose or to direct the disposition of SM Investors, L.P.: 754,600 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 754,600 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 February 14, 2002 __________________ Date -8- AGREEMENT The undersigned agree that this Schedule 13G/A Amendment No. 2 dated December 31, 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.AD6 -----END PRIVACY-ENHANCED MESSAGE-----