-----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, Bf4BsXCkyO9izDRI+CRhzZ5zcBjTin1KQ+yZ7yL4n9xfhykpvFBdKd9mn/DvHeLI IE6F5q08dL+AI8p5SE2RSg== 0000921895-99-000193.txt : 19990402 0000921895-99-000193.hdr.sgml : 19990402 ACCESSION NUMBER: 0000921895-99-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990326 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990331 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: 99581567 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 26, 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 26, 1999, the MGI Properties (NYSE: MGI) (the "Trust") Board of Trustees voted to amend the Trust's Declaration of Trust and By-law provisions relating to limitations on concentrated ownership of shares to permit Warren E. Buffett and his affiliates to acquire up to 15% of the Trust's Common Shares. The Board also voted to amend the Trust's Shareholder Rights Plan to permit such acquisition. For additional information, reference is made to (i) the Certificate of Fourteenth Amendment to the Trust's Declaration of Trust authorized on March 26, 1999, which is incorporated herein by reference and is attached hereto as Exhibit 99.1, (ii) the Amendment adopted on March 26, 1999 to the By-Law adopted on December 24, 1982, which is incorporated herein by reference and is attached hereto as Exhibit 99.2 and (iii) the form of Amendment No. 1 to the Rights Agreement dated as of March 26, 1999 between the Trust and BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent, which is incorporated herein by reference and is attached hereto as Exhibit 99.3. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS EXHIBIT NO. EXHIBIT 99.1 Certificate of Fourteenth Amendment to the Trust's Declaration of Trust. 99.2 Amendment adopted on March 26, 1999 to the ByLaw adopted on December 24, 1982. 99.3 Form of Amendment No. 1 to the Rights Agreement dated as of March 26, 1999 between the Trust and BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent. -2- 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 30, 1999 By: /S/ PHILLIP C. VITALI ------------------------------ Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Chief Financial Officer) Dated: March 30, 1999 By: /S/ DAVID P. MORENCY -------------------------------- Name: David P. Morency Title: Controller (Principal Accounting Officer) -3- EXHIBIT INDEX 99.1 Certificate of Fourteenth Amendment to the Trust's Declaration of Trust. 99.2 Amendment adopted on March 26, 1999 to the By-Law adopted on December 24, 1982. 99.3 Form of Amendment No. 1 to the Rights Agreement dated as of March 26, 1999 between the Trust and BankBoston, N.A. (formerly, The First National Bank of Boston), as Rights Agent. EX-99.1 2 CERTIFICATE OF FOURTEENTH AMENDMENT MGI PROPERTIES CERTIFICATE OF FOURTEENTH AMENDMENT OF SECOND AMENDED AND RESTATED DECLARATION OF TRUST The undersigned, a Trustee of MGI Properties (the "Trust"), hereby certifies pursuant to Article XIII, Section 13.1 of the Second Amended and Restated Declaration of Trust (the "Declaration of Trust") that the Trustees of the Trust, by unanimous written consent dated March 26, 1999, in accordance with the Declaration of Trust, voted to amend Section 8.5.1 of the Declaration of Trust to add to such Section the following subsection (h): " (h) This Section 8.5.1 shall not apply to the acquisition of Securities (including Common Shares) by Warren E. Buffett (and/or his Affiliates) in an amount not to exceed 15% of the outstanding Shares and such Securities when acquired by Mr. Buffet (and/or his Affiliates) shall not be Excess Shares." IN WITNESS WHEREOF, W. Pearce Coues, as Trustee aforesaid, has signed these presents this 29th day of March 1999. /s/ W. Pearce Coues ------------------------- W. Pearce Coues EX-99.2 3 AMENDMENT TO BY-LAWS MGI Properties Amendment Adopted on March 26, 1999 to By-Law Relative to Limitations Upon Concentrated Ownership of Shares Adopted December 24, 1982 MGI Properties' By-Law Relative to Limitations Upon Concentrated Ownership of Shares adopted on December 24, 1982 is hereby amended by adding the following new subsection (i) to the end thereof: " (i) This by-law shall not apply to the acquisition of Shares by Warren E. Buffett (and/or his affiliates) in an amount not to exceed 15% of the outstanding Shares and such Shares when acquired by Mr. Buffett (and/or his affiliates) shall not be Excess Shares." EX-99.3 4 FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT FORM OF 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. 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:________________________________ BANKBOSTON, N.A. By:________________________________ -2- -----END PRIVACY-ENHANCED MESSAGE-----