-----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, B5GqR3XcmbmskIfH43KO+Oqf0IF2O9uykmVNiUulgKMUOMG9lB0FZ/Ww/Vl2ObjP JjZvPUP1TBDWJuSoXEogAw== 0000921895-99-000917.txt : 19991221 0000921895-99-000917.hdr.sgml : 19991221 ACCESSION NUMBER: 0000921895-99-000917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991220 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: 99777158 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): December 16, 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 --------------- -1- Item 5. Other Events. ------------- On December 16, 1999, MGI Properties (NYSE: MGI) (the "Trust") announced that pursuant to its Plan of Complete Liquidation and Termination, the Trust sold 61 properties in 1999 for an aggregate price of $482.3 million. In addition, the Trust announced that, upon the sale of its remaining properties, it expects to make additional liquidating distributions of approximately $5.50 per share, however, no assurances can be given that per share net liquidating distributions will reach this amount. 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 December 16, 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: December 17, 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 December 17, 1999. EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- December 16, 1999 MGI PROPERTIES ("MGI") - ---------------------- REVIEWS 1999 AND - ---------------- REMAINING ESTIMATED LIQUIDATING DISTRIBUTIONS - --------------------------------------------- BOSTON, MASSACHUSETTS . . . . W. Pearce Coues, Chairman of the Board of Trustees, today stated that pursuant to its Plan of Complete Liquidation and Termination, MGI has sold 61 properties in 1999 for an aggregate price of $482.3 million. In connection with the liquidation, $125.9 million of debt was repaid or assumed by the buyers. As a result of these sales, MGI has made liquidating distributions totaling $24.16 per share in 1999. Mr. Coues stated that the current estimate of pricing with respect to the remaining eight properties, which are presently being marketed (but not yet under contract), when added to funds held by MGI is estimated to result in additional net liquidating distributions aggregating approximately $5.50 per share, after all fees and liquidation costs; however, no assurances can be given that per share net liquidating distributions will reach this amount. # # # 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 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-----