-----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, SQ3PsWaZWoKGowyHY6Tu1UUyJF5XTMDitZy0ro1pjL8HXsSXjK28BcjV/sIhtqEg L80pdxuReQaWjXpT+UAaaQ== 0000921895-99-000146.txt : 19990316 0000921895-99-000146.hdr.sgml : 19990316 ACCESSION NUMBER: 0000921895-99-000146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990315 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: 99565299 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): March 12, 1999 ------------------------------- 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 March 12, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced that it had entered into an agreement to sell 53 New England properties to a private real estate investment group. For additional information, reference is made to the news release which is incorporated herein by reference and is attached hereto as Exhibit 99.1. 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 the actual results thereof) with respect to the subject matter of the foregoing Current Report on Form 8-K (including the possibility of litigation pertaining thereto), the net realizable value of the Trust's properties in the event the Plan of Liquidation is implemented, changes in national and local economic and financial market conditions, the successful completion of the sale described in the news release, as well as those set forth in the Trust's Form 10-K for the year ended November 30, 1998 including those set forth under "Forward-Looking Statements," "Other" and Item 1 - "Adoption of Liquidation Plan." -2- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. --------------------------------------------------------- (c) Exhibits Exhibit No. Exhibit ----------- ------- 99.1 News Release of MGI Properties dated March 12, 1999. -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: March 15, 1998 By: /s/ Philip C. Vitali ------------------------------- Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Chief Financial Officer) Dated: March 15, 1998 By: /s/ David P. Morency ------------------------------- Name: David P. Morency Title: Controller (Principal Accounting Officer) -4- EXHIBIT INDEX ------------- 99.1 News Release of MGI Properties dated March 12, 1999. EX-99 2 PRESS RELEASE FOR IMMEDIATE RELEASE March 12, 1999 MGI PROPERTIES ("MGI") - ------------------------ SIGNS AGREEMENT TO SELL NEW ENGLAND PROPERTIES - ---------------------------------------------------- BOSTON, MASSACHUSETTS....MGI Properties (NYSE:MGI), today announced that it has entered into an agreement to sell its 4.4 million square-foot portfolio of 53 New England properties to a private real estate investment group. The sale is subject to the customary terms and conditions for a transaction of this size, including the purchaser's satisfactory completion of due diligence, engineering and environmental inspections, and approval of title and surveys. This sale is expected to close in MGI's third quarter, although there can be no assurance that it will be successfully completed. The purchase price for the sale of these properties, coupled with management's current estimates and pricing and other assumptions with respect to the remainder of the portfolio, is expected to result in aggregate net liquidation proceeds of between $29 and $30 per share, after all fees and liquidation costs; however, no assurance can be given that per share net cash proceeds will be within this range or will reach this range. W. Pearce Coues, Chairman of the Board of Trustees, stated that this agreement represents a major step in executing the Plan of Liquidation that was approved by the shareholders on October 14, 1998. In addition, Mr. Coues stated that the remaining 14 properties, which aggregate 1.2 million square feet and includes one retail property in New England, six non-New England office properties, three non-New England retail centers, a parcel of land, and three residential properties consisting of 959 multi-family units, are now being marketed. # # # 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 the Trust's properties in the event the Plan of Liquidation is implemented; changes in national and local economic and financial market conditions; the successful completion of the sale described in this press release, as well as those factors set forth in MGI's Form 10-K for the year ended November 30, 1998, including those set forth under "Forward-Looking Statements," "Other" and Item 1 - "Adoption of Liquidation Plan." -----END PRIVACY-ENHANCED MESSAGE-----