-----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, FUWnwMo+6PZwneFwBdtlMxzghEwIzKb2FzA/aS0NwQjbxNQwlT7/iDWVYNV+z0xh LFrPXg+ppIWH+ZeM6KOo2A== 0000921895-99-000709.txt : 19991018 0000921895-99-000709.hdr.sgml : 19991018 ACCESSION NUMBER: 0000921895-99-000709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991005 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 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: 99729029 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): October 5, 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 October 5, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced that the Trust sold two apartment complexes for an aggregate sales price of $39.8 million, which includes $18.6 million of debt secured by the properties, which was assumed or repaid by the purchasers. 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 7. Financial Statements, Pro Forma Financial Information and Exhibits. -------- (c) Exhibits ------------ Exhibit No. Exhibit ---------- ------- 99.1 Press Release dated October 5, 1999. -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: October 15, 1999 By:/s/ Phillip C. Vitali ------------------------------------ Name: Phillip C. Vitali Title: Executive Vice President and Treasurer (Principal Financial and Accounting Officer) -3- EXHIBIT INDEX ------------- 99.1 Press Release dated October 5, 1999. EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- October 5, 1999 MGI PROPERTIES ("MGI") - ------------------------ ANNOUNCES ADDITIONAL PROPERTY SALES; - --------------------------------------- REPORTS THIRD QUARTER RESULTS - -------------------------------- Property Sales and Liquidation Update - ------------------------------------- BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board of Trustees, today announced that MGI Properties (NYSE:MGI) has sold two apartment complexes for an aggregate sales price of $39.8 million, which includes $18.6 million of debt secured by the properties, which was assumed or repaid by the purchasers. Mr. Coues stated that the Trust's one remaining apartment complex and two office buildings in Greenville, South Carolina are under contract and that he anticipates the sales to be completed later this quarter. Results of Operations - --------------------- MGI also reported 1999 third quarter results. For the quarter ended August 31, 1999, funds from operations ("FFO"), which reflected the June 22, 1999 and July 1, 1999 sales of 54 properties, were $5,382,000, or $.39 per share, as compared to the $.61 per share earned in the 1998 third quarter. Also, on July 30, 1999, MGI made a liquidating distribution of $19 per share. FFO for the nine months ended August 31, 1999 was $23,712,000, or $1.72 per share, as compared to $23,711,000, or $1.73 per share, earned in the 1998 nine-month period. Net income for the quarter ended August 31, 1999 was $124.3 million, or $9.02 per share, compared to $5,240,000, or $.38 per share, for the third quarter one year ago. Net income in the third quarter of 1999 included net gains of $137.8 million, or $10 per share. Also included in 1999 third quarter net income were various expenses related to MGI's liquidation that aggregated approximately $18.7 million. Net income was $138.5 million, or $10.06 per share, in the current nine-month period, versus $23,145,000, or $1.69 per share, a year ago. In the first nine months of 1999, MGI recognized net gains of $137.7 million, or $9.99 per share, and various expenses related to property sales and the liquidation, which aggregated approximately $21.7 million. Included in 1998 year-to-date net income were net gains of $8.4 million, or $.61 per share. 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. (Continued) SELECTED FINANCIAL INFORMATION ------------------------------
For the Three Months Ended August 31, For the Nine Months Ended August 31, 1999 1998 1999 1998 ---- ---- ---- ---- Funds from Operations $ 5,382,000 $ 8,348,000 $ 23,712,000 $ 23,711,000 ============= ============= ============= ============= Per Share - Basic $ .39 $ .61 $ 1.72 $ 1.73 ============= ============= ============= ============= Per Share - Diluted $ .37 $ .59 $ 1.66 $ 1.69 ============= ============= ============= ============= Rental income $ 8,445,000 $ 18,166,000 $ 45,899,000 $ 51,891,000 Interest income 2,042,000 111,000 2,325,000 458,000 ------------- ------------- ------------- ------------- Total Income 10,487,000 18,277,000 48,224,000 52,349,000 Expenses: Property operating expenses 2,237,000 4,219,000 10,423,000 12,145,000 Real estate taxes 926,000 2,030,000 5,353,000 6,022,000 Depreciation and amortization 200,000 3,074,000 935,000 8,642,000 Unrealized loss on property held for sale 7,750,000 -- 8,950,000 -- Interest 1,066,000 2,635,000 5,956,000 7,627,000 General and administrative 853,000 999,000 2,706,000 2,713,000 Liquidation plan 10,991,000 430,000 12,774,000 430,000 ------------- ------------- ------------- ------------- Total Expenses 24,023,000 13,387,000 47,097,000 37,579,000 Income before net gains (13,536,000) 4,890,000 1,127,000 14,770,000 Net gains from sale of real estate 137,797,000 350,000 137,654,000 8,375,000 ------------- ------------- ------------- ------------- Income before extraordinary items 124,261,000 5,240,000 138,781,000 23,145,000 Extraordinary item - Prepayment of debt -- -- (286,000) -- ------------- ------------- ------------- ------------- Net Income $ 124,261,000 $ 5,240,000 $ 138,495,000 $ 23,145,000 ============= ============= ============= ============= Basic Earnings Per Share $ 9.02 $ .38 $ 10.06 $ 1.69 ============= ============= ============= ============= Diluted Earnings Per Share $ 8.55 $ .37 $ 9.68 $ 1.65 ============= ============= ============= ============= Average shares outstanding 13,774,221 13,760,024 13,773,163 13,728,003
- -------------------------------- (1) Total income excludes gains or losses. (Continued) MGI PROPERTIES CONSOLIDATED BALANCE SHEET
August 31, 1999 (Unaudited) November 30, 1998 ---------------- ----------------- Assets Real estate: Properties held for sale $ 93,913,000 $ 365,543,000 Cash and cash equivalents 53,170,000 12,265,000 Short-term investments 19,709,000 -- Accounts receivable 722,000 5,040,000 Other assets 4,643,000 11,655,000 ------------- ------------- $ 172,157,000 $ 394,503,000 ============= ============= Liabilities and Shareholders' Equity Liabilities: Loans payable $ 34,629,000 $ 130,517,000 Liquidating liabilities 9,780,000 880,000 Other liabilities 3,136,000 6,284,000 ------------- ------------- Total liabilities 47,545,000 137,681,000 Shareholders' equity Common shares -- $1 par value; 17,500,000 shares authorized; 13,774,221 issued (13,764,221 at November 30, 1998) 13,774,000 13,764,000 Additional paid-in capital 208,363,000 208,278,000 Undistributed (distributions in excess of) net income (97,525,000) 34,780,000 Total shareholders' equity ------------- ------------- 124,612,000 256,822,000 ------------- ------------- $ 172,157,000 $ 394,503,000 ============= =============
Portfolio Leasing (at August 31, 1999): - --------------------------------------
Total Percentage Property Type Square Feet Leased - ------------- ----------- ------ Retail 715,200 98.0% Office 299,700 87.4% Total Commercial 1,014,900 94.8% ========= ===== Apartment Units 959 95.6% === =====
# # # For further information contact: - ------------------------------- Phillip C. Vitali, Executive Vice President and Treasurer (617) 422-6000 -----END PRIVACY-ENHANCED MESSAGE-----