-----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, UePJ1xffufZp0oeWWRhW0mDh2UqOXK8VRnXs4QYmYWDswzGL+BkQOaXIqz23e+jI bfSbX5Z6gKocLHw4ajg0JA== 0000921895-99-000213.txt : 19990409 0000921895-99-000213.hdr.sgml : 19990409 ACCESSION NUMBER: 0000921895-99-000213 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGI PROPERTIES 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-06833 FILM NUMBER: 99589455 BUSINESS ADDRESS: STREET 1: ONE WINTHROP SQUARE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174226000 MAIL ADDRESS: STREET 1: ONE WINTHROP SQUARE CITY: BOSTON STATE: MA ZIP: 02110 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 8-A12B 1 FORM 8-A/A1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------- FORM 8-A/A1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MGI PROPERTIES - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Massachusetts 04-6268740 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) One Winthrop Square, Boston, Massachusetts 02110 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - -------------------------------------------------------------------------------- Preferred Share Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. Reference is hereby made to the Form 8-A of MGI Properties, a Massachusetts business trust (the "Registrant"), filed with the Securities and Exchange Commission on June 26, 1989, which is hereby incorporated by reference herein. The Registrant has executed an Amendment, dated as of March 26, 1999 (the "Amendment"), to the Rights Agreement, dated as of June 21, 1989, between the Registrant and BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent (the "Rights Agreement"), in order to enable Warren Buffett and his affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of up to 15% or more of the outstanding Common Shares of the Registrant without becoming an Acquiring Person (as defined in the Rights Agreement). A copy of the Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment. ITEM 2. EXHIBITS. 1. Amendment No. 1 to Rights Agreement, dated as of March 26, 1999, between MGI Properties and BankBoston, N.A. Page 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: April 8, 1999 MGI PROPERTIES By: /S/ PHILLIP C. VITALI ---------------------------------- Name: Phillip C. Vitali Title: Executive Vice President and Treasurer Page 3 EXHIBIT LIST 1. Amendment No. 1 to Rights Agreement, dated as of March 26, 1999, between MGI Properties and BankBoston, N.A. Page 4 AMENDMENT NO. 1 TO RIGHTS AGREEMENT ----------------------------------- This amendment, dated as of March 26, 1999, amends the Rights Agreement dated as of June 21, 1989 (the "Rights Agreement") between MGI Properties (the "Trust") and BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined. W I T N E S S E T H ------------------- WHEREAS, on June 21, 1989, the Board of Trustees of the Trust authorized the issuance of Rights to purchase, on the terms and subject to the provisions of the Rights Agreement, one preferred share purchase right (a "Right," collectively, the "Rights"); and WHEREAS, the Board of Trustees of the Trust authorized and declared a dividend distribution of one Right for every Common Share of the Trust outstanding on July 5, 1989 and authorized the issuance of one Right (subject to certain adjustments) for each Common Share of the Trust issued between the Dividend Record Date and the Distribution Date; and WHEREAS, on June 21, 1989, the Trust and the Rights Agent entered into the Rights Agreement to set forth the description and terms of the Rights; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Disinterested Trustees now unanimously desire to amend certain provisions of the Rights Agreement in order to supplement certain provisions therein; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Section 1(a) is amended by adding the following at the end thereof: "Notwithstanding the foregoing, Warren Buffett, together with all Affiliates of such Person, shall not be deemed an Acquiring Person for any purpose of this Agreement, provided, that such Person together with his Affiliates does not become the Beneficial Owner of 15% or more of the outstanding Common Shares of the Trust." 2. Except as expressly herein set forth, the remaining provisions of the Rights Agreement shall remain in full force and effect. 3. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. -1- IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be effective as of the close of business on this 26th day of March, 1999 by authorized representatives of each of the Trustee and the Rights Agent. MGI PROPERTIES By: /S/ W. PEARCE COUES ------------------------------------------ Name: W. Pearce Coues Title: Chairman of the Board BANKBOSTON, N.A. (formerly, The First National Bank of Boston) By: /S/ TYLER HAYNES ----------------------------------------- Name: Tyler Haynes Title: Director, Client Services -2- -----END PRIVACY-ENHANCED MESSAGE-----