-----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, JPcmggrwM9UYMD1OIrNt0U9Q3HPhjJem5TS0SydVkDXF4ioH7K5eL9Wzou859D5/ 5M/y7o2UyuOD2odrYbni7g== 0000921895-98-000680.txt : 19980817 0000921895-98-000680.hdr.sgml : 19980817 ACCESSION NUMBER: 0000921895-98-000680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980805 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980814 SROS: NYSE 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: 98688348 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): AUGUST 5, 1998 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 5. OTHER EVENTS. On August 12, 1998, MGI Properties (NYSE: MGI) (the "Trust") announced that its Board of Trustees unanimously approved a plan of complete liquidation and termination of the Trust (the "Plan") and directed that the Plan be submitted to the Trust's shareholders for approval. The Trust intends to submit the Plan to its shareholders for approval in October 1998. There can be no assurance with respect to the results that may or may not be achieved in the implementation of the Plan or the net realizable value upon liquidation of the Trust's properties. The Trust also announced that it has retained Fallon Hines & O'Connor, a Trammell Crow Company, as the Trust's exclusive sales agent with respect to property sales pursuant to the Plan and Ernst & Young LLP as the Trust's strategic and financial advisor. On June 18, 1998, the Trust publicly announced that its Board of Trustees had decided to undertake a review of strategic alternatives available to the Trust to maximize shareholder value, including a possible liquidation of the Trust's properties. For additional information, reference is made to the news release which is incorporated herein by reference and is attached hereto as Exhibit 99.1. On August 5, 1998, the Administrative-Audit Committee of the Trust's Board of Trustees approved and adopted the Long-Term Performance Plan, a copy of which is incorporated herein by reference and is attached hereto as Exhibit 10.1. -2- This Current Report on Form 8-K 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 and/or shareholders (and the actual results thereof) with respect to the Plan (including the possibility of litigation pertaining thereto), the net realizable value of the properties upon liquidation thereof, current market conditions remaining the same or improving, maintaining the current occupancy and rent levels at the properties, as well as those risk factors set forth under "Forward-Looking Statements," in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Trust's Form 10-K for the year ended November 30, 1997 and in its most recent report on Form 10-Q and Current Report on Form 8-K, dated June 18, 1998. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS EXHIBIT NO. EXHIBIT 10.1 Long-Term Performance Plan of MGI Properties dated August 5, 1998. 99.1 News Release of MGI Properties dated August 12, 1998. -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: August 12, 1998 By: /s/ Phillip C. Vitali --------------------------------------- Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Chief Financial Officer) -4- EXHIBIT INDEX 10.1 Long-Term Performance Plan of MGI Properties dated August 5, 1998. 99.1 News Release of MGI Properties dated August 12, 1998. EX-10.1 2 LONG-TERM PERFORMANCE PLAN MGI PROPERTIES LONG-TERM PERFORMANCE PLAN AS ADOPTED ON AUGUST 5, 1998 In accordance with the resolutions adopted by the Administrative-Audit Committee ("Committee") of MGI Properties (the "Trust") at a meeting duly called and held on August 5, 1998, the following long-term performance plan was adopted for the benefit of the certain key employees of the Trust, as designated below: 1. Said key employees will receive performance bonuses payable in cash, provided that the future common share price of the Trust on the New York Stock Exchange reaches the following average levels for the periods specified below: DURING YEARS 1998 AND 1999
OFFICERS LESS THAN $28/SHARE $28/SHARE $30/SHARE $32/SHARE - -------- ------------------- --------- --------- --------- W. Pearce Coues None 1 x 1998* 2 x 1998 4 x 1998 Bonus Bonus Bonus Phillip C. Vitali None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Karl W. Weller None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Robert Ware None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Jean M. None 1 x 1998 2 x 1998 4 x 1998 Harrington Bonus Bonus Bonus David P. Morency None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Jackie K. Eamer None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus David D. Wamester None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus
- -------- * The 1998 Bonus referred to in each case was that amount awarded by the Committee on August 5, 1998. DURING YEAR 2000
OFFICERS LESS THAN $30/SHARE $30/SHARE $32/SHARE $34/SHARE - -------- ------------------- --------- --------- --------- W. Pearce Coues None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Phillip C. Vitali None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Karl W. Weller None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Robert Ware None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Jean M. None 1 x 1998 2 x 1998 4 x 1998 Harrington Bonus Bonus Bonus David P. Morency None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus Jackie K. Eamer None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus David D. Wamester None 1 x 1998 2 x 1998 4 x 1998 Bonus Bonus Bonus
2. The aforesaid stock price thresholds are required to be maintained for a period of six consecutive months or any six months out of a calendar year, meaning that the average closing stock price on the New York Stock Exchange (or any exchange on which the common shares are subsequently traded) during any six-month period within the specified time frame set forth in Section 1 shall be at or above such threshold prices. If the aforesaid stock price thresholds are achieved and the Trust is not able to fulfill the foregoing calendar measurement period by reason of the occurrence of any corporate transaction or extraordinary distributions to shareholders or other like events, the required -2- calendar thresholds should be reduced to the actual period the stock price has maintained the threshold levels. 3. The Committee shall have authority and sole discretion to pro-rate and adjust the amount of the share performance bonus payments if the stock prices fall within the parameters of the foregoing threshold prices. (For example, if the stock price reaches $31 for the requisite time period during 1998-1999, the Committee may award a bonus of up to 3 x 1998 Bonus.) 4. The Committee shall have sole discretion to adjust, by way of increase or decrease, the foregoing threshold prices by reason of the occurrence of any corporate transactions or extraordinary dividends to shareholders or other like events where the Committee deems it equitable and appropriate to make such an adjustment or to adjust the measuring period or the timing of any payment otherwise contemplated under Section 5 below, as deemed appropriate to accomplish the objectives of this Plan. The Committee shall also have sole discretion to reduce the foregoing calendar measurement periods based on the Trust's relative performance with respect to factors such as total return, FFO growth, leasing success and growth in property net operating income versus budget and prior year levels. 5. Subject to the provisions of Section 4 above, no performance bonus awarded under this Plan shall be payable prior to January 1, 2000, provided that the employee also continues to be employed by the Trust through and including the date of such payment, unless such employment has previously been terminated by -3- the Trust without "Cause" (in which event payment may be accelerated by the Committee). Payment of any performance bonus hereunder, shall, in any event, be made no later than January 10, 2001. In the event a covered employee is previously terminated for Cause, no performance bonus shall be payable to such Employee under this Plan. The following shall constitute Cause: (i) the willful and repeated failure of Employee to perform any material duties hereunder or gross negligence of Employee in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Employee, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Employee; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other material acts of dishonesty in the course of employment or the violation of any law or ethical rule relating to Employee's employment; (iv) or the conviction of a felony or other crime involving moral turpitude by Employee. An action shall be considered "willful" if it is done intentionally, purposely or knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. August 12, 1998 -4- EX-99.1 3 PRESS RELEASE FOR IMMEDIATE RELEASE August 12, 1998 BOARD OF TRUSTEES OF MGI PROPERTIES VOTES TO SUBMIT PLAN OF LIQUIDATION TO SHAREHOLDER VOTE BOSTON, MASSACHUSETTS . . . MGI Properties, ("MGI") (NYSE:MGI), announced today that its Board of Trustees approved a plan of complete liquidation and termination of the Trust (the "Plan") and directed that the Plan be submitted to the Trust's shareholders for approval. The Trust intends to submit the Plan to its shareholders for approval in October 1998. W. Pearce Coues, Chairman of the Board, stated that "management estimates that sales of the Trust's assets pursuant to the Plan will be made at prices that will yield aggregate net cash distributions of between $30 per share and $33 per share; however, no assurance can be given that per share net cash distributions will fall within such range." The timing of any distributions of such net cash proceeds will be affected by, among other things, the timing of sales of assets, income tax considerations and the establishment of reserves. Accordingly, no assurances can be made as to the actual amount or timing of such distributions, which could be made over a substantial period of time. The Plan and other pertinent information relating thereto will be set forth in the definitive proxy statement distributed to shareholders following its submission to the Securities and Exchange Commission and the Commission's review thereof. There can be no assurance with respect to the results that may or may not be achieved in the implementation of the Plan or the net realizable value upon liquidation of the Trust's properties. MGI also announced today that it has retained Fallon Hines & O'Connor, a Trammell Crow Company, as the Trust's exclusive sales agent with respect to property sales pursuant to the Plan and Ernst & Young LLP as the Trust's strategic and financial advisor. On June 18, 1998, the Trust publicly announced that its Board of Trustees had decided to undertake a review of strategic alternatives available to the Trust to maximize shareholder value, including a possible liquidation of the Trust's properties. # # # 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 AND/OR SHAREHOLDERS (AND THE ACTUAL RESULTS THEREOF) WITH RESPECT TO THE SUBJECT MATTER OF THE FOREGOING PRESS RELEASE (INCLUDING THE POSSIBILITY OF LITIGATION PERTAINING THERETO); THE NET REALIZABLE VALUE OF THE PROPERTIES IN THE EVENT OF THE LIQUIDATION THEREOF; CURRENT MARKET CONDITIONS REMAINING THE SAME OR IMPROVING; MAINTAINING THE CURRENT OCCUPANCY AND RENT LEVELS AT THE PROPERTIES; AS WELL AS THOSE RISK FACTORS SET FORTH UNDER "FORWARD-LOOKING STATEMENTS" IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IN MGI'S FORM 10-K FOR THE YEAR ENDED NOVEMBER 30, 1997 AND IN ITS MOST RECENT REPORT ON FORM 10-Q AND CURRENT REPORT ON FORM 8-K, DATED JUNE 18, 1998. -2- -----END PRIVACY-ENHANCED MESSAGE-----