-----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, KVxcvrrKHAdbSb7HytmAWTJhoDMy15yowr04XyirKJn8RSwoUCKgq59Bzsx8HMfT 9lp1ayWU8krbdHsxFmhkiQ== 0000921895-99-000470.txt : 19990624 0000921895-99-000470.hdr.sgml : 19990624 ACCESSION NUMBER: 0000921895-99-000470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990622 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990623 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: 99650732 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): JUNE 22, 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 June 22, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced that the previously announced sale of 53 New England properties was completed on June 22, 1999 and that the Board of Trustees declared a distribution of $19.00 per share. 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, 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 June 22, 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: June 22, 1999 By: /S/ PHILLIP C. VITALI ------------------------------- Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Chief Financial Officer) Dated: June 22, 1999 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 June 22, 1999. EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE June 22, 1999 MGI PROPERTIES ("MGI") COMPLETES SALE OF 53 NEW ENGLAND PROPERTIES; DECLARES LIQUIDATING DISTRIBUTION OF $19.00 PER SHARE BOSTON, MASSACHUSETTS . . . . MGI Properties (NYSE:MGI), today reported that the previously announced sale of 53 New England properties was completed on June 22, 1999 and that the Board of Trustees declared a distribution of $19.00 per share. The distribution is payable July 30, 1999 to shareholders of record at the close of business on July 16, 1999. Since the October 14, 1998 liquidation vote, liquidating distributions, inclusive of the $19.00, will total $19.66 per share. Future distribution dates will be determined by the Trustees based upon the amount of net proceeds realized from remaining property sales, the timing of such sales, the level of reserves deemed necessary or appropriate, and other considerations. The current estimate of pricing with respect to the remaining properties, when added to the net proceeds of the sale of the 53 New England properties, 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 distributions will be within this range or will reach this range and no assurances can be made as to the timing of future remaining distributions. CURRENT STATUS Following the sale of the 53 New England properties, MGI owns 14 properties, which aggregate 1.2 million square feet of commercial space and 959 residential apartments. The sale has eliminated $46.8 million of debt secured by several of the 53 New England properties and MGI repaid all $36 million outstanding on its line of credit. Debt now totals $34.8 million and is secured by certain of these remaining properties. Prior to the sale of the New England properties, these 14 properties, as of May 31, 1999, had a net carrying value that approximates 31% of MGI's real estate at depreciated cost and represented approximately 30% of MGI's property operating income. The 14 properties are being actively marketed. Following payout of the $19.00 per share distribution, MGI expects that short term investments, primarily in Government securities, will approximate $44 million. 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, 1998, INCLUDING THOSE SET FORTH UNDER "FORWARD-LOOKING STATEMENTS," "OTHER" AND ITEM 1 - "ADOPTION OF LIQUIDATION PLAN," AND IN ITS MOST RECENTLY FILED FORM 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----