-----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, I6wKhNFFUCf4lbMpt9LR30UqKt4k/EDpEAzRj5OeLUpVVe8Yqsvk3FWTVS9iOq/3 rG64YeZl+D7uFEuj6XRHvg== 0000921895-00-000314.txt : 20000425 0000921895-00-000314.hdr.sgml : 20000425 ACCESSION NUMBER: 0000921895-00-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000410 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000424 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-K SEC ACT: SEC FILE NUMBER: 001-06833 FILM NUMBER: 607275 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-K 1 CURRENT REPORT 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):April 10, 2000 MGI PROPERTIES - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 1-6833 04-6268740 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Winthrop Square, Boston, Massachusetts 02110 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (617) 422-6000 Item 2. Acquisition or Disposition of Assets. On April 10, 2000, MGI Properties (NYSE: MGI) (the "Trust") sold a 362,000 square foot retail center located in Aurora, Illinois to M&J Wilkow Properties, Inc., an Illinois corporation, for $22,640,000 in cash. The sale was in furtherance of the Trust's Plan of Complete Liquidation and Termination of Trust, which was approved by the Trust's Board of Trustees on August 12, 1998 and by the Trust's shareholders on October 14, 1998. The purchase price was determined by arms-length negotiations between the parties and was based upon the aggregate fair market value of the property. For additional information, reference is made to the news release, which is incorporated herein by reference and is attached hereto as Exhibit 99.1. Item 5. Other Events. On April 17, 2000, the Trust announced that it sold an office building located in Ann Arbor, Michigan for $7.6 million. The Trust presently estimates that the liquidation will be substantially completed during the Trust's third quarter ending August 31, 2000, although there can be no assurance thereof. Additionally, it is presently anticipated that the Trust will convert to a liquidating trust no later than October 14, 2000 but in no event prior to June 30, -2- 2000, after which the beneficial interests in the successor entity will be non-transferable. In addition, the Trust announced that two of its remaining three properties are under contract and it is presently estimated, based on current estimates of pricing with respect to the remaining properties, that additional net liquidating distributions may aggregate approximately $2.50 per share, after all fees and liquidation costs; however, no assurances can be given that per share net liquidating distributions will reach that amount, nor as to the actual timing of remaining distributions. For additional information, reference is made to the news release, which is incorporated herein by reference and is attached hereto as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Exhibit 99.1 Press Release dated April 10, 2000. 99.2 Press Release dated April 17, 2000. -3- SIGNATURES 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 hereunto duly authorized. MGI PROPERTIES (Registrant) Dated: April 24, 2000 By: /s/ Phillip C. Vitali -------------------------------------- Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Principal Financial and Accounting Officer) -4- EX-99.1 2 PRESS RELEASE DATED APRIL 10, 2000 FOR IMMEDIATE RELEASE April 10, 2000 MGI PROPERTIES ("MGI") ANNOUNCES ADDITIONAL PROPERTY SALE; REPORTS FIRST QUARTER RESULTS Property Sale BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board of Trustees, today announced that MGI Properties (NYSE:MGI) has sold a retail property located in Aurora, Illinois for a sale price of $22.6 million. Mr. Coues noted that this is the second property sale to occur during MGI's second quarter of fiscal 2000 and the fourth property sale since January 2000. First Quarter Results MGI Properties today reported 2000 first quarter results. Net income for the quarter ended February 29, 2000 was $1,177,000, or $.09 per share (basic) compared to $7,437,000, or $.54 per share (basic) for the first quarter one year ago. The change in net income, when the first quarter of 2000 is compared to the first quarter of 1999, primarily results from the sale of 62 properties which occurred in the 12 months ended February 29, 2000 pursuant to the Plan of Liquidation and Termination of the Trust. This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are dependent on a number of factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such factors include, among other things, the risks of future action or inaction by the Board of Trustees with respect to the Plan of Liquidation (and the actual results thereof), including the possibility of litigation pertaining thereto; the net realizable value of and the timing of the sales of the Trust's remaining properties during the course of the liquidation; the amount and timing of liquidating distributions; changes in national and local economic and financial market conditions, as well as those factors set forth in MGI's Form 10-K for the year ended November 30, 1999, including those set forth under "Forward-Looking Statements," "Other" and Item 1 - "Adoption and Implementation of Liquidation Plan," and the Form 10-Q for the quarter ended February 29, 2000. (Continued) MGI PROPERTIES SELECTED FINANCIAL INFORMATION
For the Three Months Ended February 29, 2000 February 28, 1999 ----------------- ----------------- Consolidated Statements of Earnings Income: Rental $ 2,563,000 $18,667,000 Interest 571,000 144,000 ---------- ------------ Total Income(1) 3,134,000 18,811,000 --------- ---------- Expenses: Property operating expenses 435,000 4,106,000 Real estate taxes 310,000 2,215,000 Depreciation and amortization 80,000 359,000 Interest 87,000 2,560,000 General and administrative 587,000 727,000 Liquidation plan 541,000 978,000 ---------- ------------ Total Expenses 2,040,000 10,945,000 --------- ---------- Income before net gains 1,094,000 7,866,000 Net gains (loss) from sale of real estate 83,000 (143,000) ----------- ------------ Income before extraordinary items 1,177,000 7,723,000 Extraordinary item - Prepayment of debt - (286,000) ------------ ------------ Net Income $ 1,177,000 $ 7,437,000 ============ ========== Basic Earnings Per Share $0.09 $0.54 ===== ===== Diluted Earnings Per Share $0.08 $0.52 ===== ===== Average shares outstanding 13,774,221 13,770,999 ========== ==========
- -------------------------------- (1) Total income excludes gains or losses. (Continued) MGI PROPERTIES SELECTED FINANCIAL INFORMATION
Consolidated Balance Sheets February 29, 2000 November 30, 1999 - --------------------------- ----------------- ----------------- (Unaudited) Assets Properties held for sale $ 48,341,000 $ 56,310,000 Cash and cash equivalents 46,618,000 38,232,000 Accounts receivable 772,000 747,000 Other assets 3,285,000 3,222,000 ------------- ------------- $ 99,016,000 $ 98,511,000 ============= ============ Liabilities and Shareholders' Equity Liabilities: Loans payable $ 4,546,000 $ 4,585,000 Liquidating liabilities 12,137,000 12,715,000 Other liabilities 2,318,000 2,373,000 ------------- ------------- Total liabilities 19,001,000 19,673,000 ------------- ------------- Shareholders' equity: Common shares -- $1 par value; 17,500,000 shares authorized; 13,774,221 issued 13,774,000 13,774,000 Additional paid-in capital 208,363,000 208,363,000 Distributions in excess of net income (142,122,000) (143,299,000) ------------- ------------- Total shareholders' equity 80,015,000 78,838,000 ------------ ------------ $ 99,016,000 $ 98,511,000 ============= =============
Portfolio Leasing (at February 29, 2000): Total Percentage Property Type Square Feet Leased Retail(1) 609,200 96.7% Office 203,900 99.1% ------- ---- Total Commercial Portfolio 813,100 97.3% ======= ===== (1) Subsequent to February 29, 2000, two retail properties aggregating 508,700 square feet were sold for $30.8 million. # # # For further information contact: Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000 EX-99.2 3 PRESS RELEASE DATED APRIL 17, 2000 FOR IMMEDIATE RELEASE April 17, 2000 MGI PROPERTIES ("MGI") ANNOUNCES PROPERTY SALE AND REVIEWS LIQUIDATION STATUS BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board of Trustees, today announced that MGI Properties (NYSE:MGI) has sold an office building located in Ann Arbor, Michigan for a sale price of $7.6 million. Mr. Coues noted that this is the third property sale to occur during MGI's second quarter of fiscal 2000 and the fifth property sale since January 2000. Following the Michigan sale, MGI owns three properties. Mr. Coues also noted that MGI has entered into an agreement to sell two properties, an office building and an adjacent property, both located in Tampa, Florida. The sale agreement is subject to the customary terms and conditions for transactions of this type, including, among other things, the respective purchaser's satisfactory completion of due diligence, engineering and environmental inspections, and approval of titles and surveys. Accordingly, there can be no assurance that this sale will be successfully completed. Mr. Coues stated that it is presently estimated that the liquidation will be substantially completed during MGI's third quarter ending August 31, 2000, although there can be no assurance thereof. Additionally, it is presently anticipated that MGI will convert to a liquidating trust no later than October 14, 2000 but in no event prior to June 30, 2000, after which the beneficial interests in the successor entity will be non-transferable. Mr. Coues also noted that MGI has made liquidating distributions aggregating $27.16 per share since the October 1998 special shareholder meeting approving the Plan of Liquidation. It is presently estimated, based on current estimates of pricing with respect to all of the remaining properties, that additional net liquidating distributions may aggregate approximately $2.50 per share, after all fees and liquidation costs; however, no assurances can be given that per share net liquidating distributions will reach that amount, nor as to the actual timing of remaining distributions. Availability of Reports Shareholders of record may obtain, upon request, copies of MGI's Annual Report on Form 10-K for the fiscal year ended November 30, 1999 and the Quarterly Report on Form 10-Q for the quarter ended February 29, 2000 as filed with the Securities Exchange Commission by writing to Ms. Jean M. Harrington, Vice President and Secretary, MGI Properties, One Winthrop Square, Boston, Massachusetts 02110. # # # For further information contact: Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000 This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are dependent on a number of factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such factors include, among other things, the risks of future action or inaction by the Board of Trustees with respect to the Plan of Liquidation (and the actual results thereof), including the possibility of litigation pertaining thereto; the net realizable value of and the timing of the sales of the Trust's remaining properties during the course of the liquidation; the amount and timing of liquidating distributions; changes in national and local economic and financial market conditions, as well as those factors set forth in MGI's Form 10-K for the year ended November 30, 1999, including those set forth under "Forward-Looking Statements," "Other" and Item 1 - "Adoption and Implementation of Liquidation Plan," and the Form 10-Q for the quarter ended February 29, 2000. -----END PRIVACY-ENHANCED MESSAGE-----