-----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, L/SXSTAcESpn+X0zywKnkSYERzPkynfhEDjyfxQHXblixi42RSUMmb9MPKDexR7q HDQWFnrwbaY1LU8rSKmgqQ== 0001029869-99-000428.txt : 19990415 0001029869-99-000428.hdr.sgml : 19990415 ACCESSION NUMBER: 0001029869-99-000428 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990414 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-06833 FILM NUMBER: 99593614 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 10-Q 1 MGI PROPERTIES FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended: February 28, 1999 Commission File Number: 1-6833 ----------------- ------ MGI PROPERTIES - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-6268740 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Winthrop Square, Boston, Massachusetts 02110 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 422-6000 ---------------------------- N/A - ------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Common shares outstanding as of April 14, 1999: 13,774,221 MGI PROPERTIES INDEX
PART I: FINANCIAL INFORMATION Page No. -------- Item 1: Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Changes in Shareholders' Equity 6 Notes to Consolidated Financial Statements 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II: OTHER INFORMATION Items 1 - 6 15 Signatures 16
-2- MGI PROPERTIES PART I -- FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS
- ------------------------------------------------------------------------------------------------------------ February 28, 1999 November 30, 1998 (unaudited) - ------------------------------------------------------------------------------------------------------------ ASSETS Real estate: Properties held for sale $365,626,000 $365,543,000 Cash and cash equivalents 11,538,000 12,265,000 Accounts receivable 4,414,000 5,040,000 Other assets 11,437,000 11,655,000 - ------------------------------------------------------------------------------------------------------------ $393,015,000 $394,503,000 ============================================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Loans payable $125,041,000 $130,517,000 Other liabilities 8,165,000 7,164,000 - ------------------------------------------------------------------------------------------------------------ Total liabilities 133,206,000 137,681,000 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 net income 37,672,000 34,780,000 - ------------------------------------------------------------------------------------------------------------ Total shareholders' equity 259,809,000 256,822,000 - ------------------------------------------------------------------------------------------------------------ $393,015,000 $394,503,000 ============================================================================================================
See accompanying notes to consolidated financial statements. -3- MGI PROPERTIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
Three Months Ended -------------------------------------------- February 28, 1999 February 28, 1998 - ------------------------------------------------------------------------------------------------------ INCOME Rental $18,667,000 $16,278,000 Interest 144,000 210,000 - ------------------------------------------------------------------------------------------------------ Total income 18,811,000 16,488,000 - ------------------------------------------------------------------------------------------------------ EXPENSES Property operating expenses 4,106,000 3,926,000 Real estate taxes 2,215,000 1,938,000 Depreciation and amortization 359,000 2,666,000 Interest 2,560,000 2,349,000 General and administrative 827,000 856,000 Liquidation plan expenses 878,000 - - ------------------------------------------------------------------------------------------------------ Total expenses 10,945,000 11,735,000 - ------------------------------------------------------------------------------------------------------ Income before net gains 7,866,000 4,753,000 Net (loss) gains on sale of real estate assets (143,000) 6,075,000 - ------------------------------------------------------------------------------------------------------ Income before extraordinary item 7,723,000 10,828,000 Extraordinary item - prepayment of debt (286,000) - - ------------------------------------------------------------------------------------------------------ Net income $ 7,437,000 $10,828,000 ====================================================================================================== PER SHARE DATA Basic earnings $0.54 $0.79 ====================================================================================================== Diluted earnings $0.52 $0.78 ====================================================================================================== Weighted average shares outstanding 13,770,999 13,677,429 ======================================================================================================
See accompanying notes to consolidated financial statements. -4- MGI PROPERTIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended -------------------------------------- February 28, 1999 February 28, 1998 - ----------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 7,437,000 $10,828,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 359,000 2,666,000 Net loss (gains) on sale of real estate assets 143,000 (6,075,000) Extraordinary item 286,000 - Other 1,909,000 377,000 - ----------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 10,134,000 7,796,000 - ----------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of real estate (339,000) (10,219,000) Additions to real estate (472,000) (955,000) Tenant improvements (607,000) (1,320,000) Deferred tenant charges (364,000) (648,000) Net proceeds from sales of real estate 1,190,000 13,940,000 Other (58,000) (1,110,000) - ----------------------------------------------------------------------------------------------------------- Net cash used in investing activities (650,000) (312,000) - ----------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Additions to loans payable, net 7,500,000 11,550,000 Repayment of loans payable (12,975,000) (8,705,000) Mortgage prepayment penalty (286,000) - Cash distributions (4,545,000) (3,971,000) Proceeds from issuance of common shares 95,000 455,000 - ----------------------------------------------------------------------------------------------------------- Net cash used in financing activities (10,211,000) (671,000) - ----------------------------------------------------------------------------------------------------------- Net (decrease)/increase in cash and short-term investments (727,000) 6,813,000 - ----------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS Beginning of period 12,265,000 13,964,000 - ----------------------------------------------------------------------------------------------------------- End of period $11,538,000 $20,777,000 ===========================================================================================================
See accompanying notes to consolidated financial statements. -5- MGI PROPERTIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
- ---------------------------------------------------------------------------------------------- Additional Common Paid-In Undistributed Shares Capital Net Income - ---------------------------------------------------------------------------------------------- Balance at November 30, 1998 $13,764,000 $208,278,000 $34,780,000 Net income -- -- 7,437,000 Cash liquidating distributions -- -- (4,545,000) Options exercised and other 10,000 85,000 -- - ---------------------------------------------------------------------------------------------- Balance at February 28, 1999 $13,774,000 $208,363,000 $37,672,000 ==============================================================================================
See accompanying notes to consolidated financial statements. -6- MGI PROPERTIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1: The results of the interim period are not necessarily indicative of results to be expected for the entire fiscal year. The figures contained in this interim report are unaudited and may be subject to year-end adjustments. Certain prior year amounts have been reclassified to conform with the current year presentation. In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations have been included and such adjustments include only the normal accruals. Note 2: The shareholders of the Trust approved a Plan of Complete Liquidation and Termination of the Trust (the "Plan") at a special meeting held on October 14, 1998. The Plan calls for the sale of all of the Trust's assets. Net sales proceeds and available cash will be used to satisfy existing debts and obligations with remaining funds to be distributed to shareholders. Although it is expected that the Trust will continue to qualify as a REIT for the period prior to the distribution of MGI's assets to shareholders, no assurance can be given that the Trust will not lose or terminate its status as a REIT as a result of unforeseen circumstances. Note 3: On March 23, 1999, the Board of Trustees declared a quarterly distribution of $.33 per share, payable April 16, 1999, to shareholders of record April 6, 1998. This distribution will aggregate $4.5 million. Under the provisions of the Code, distributions made within 24 months of the adoption of the Plan are considered liquidating distributions and will not be dividend income when received by shareholders. Distributions in liquidation are first used to reduce a shareholder's tax basis in his or her shares of MGI with the excess, if any, generally constituting a capital gain, short or long term, as applicable. Inclusive of the $.33 distribution to be made on April 16, 1999 and the $.33 distribution paid in January 1999, distributions since the October 14, 1998 liquidation vote will total $.66 per share. Note 4: With shareholder approval of the Plan on October 14, 1998, the Trust reclassified its real estate assets to "properties held for sale" and on that date ceased depreciation of the assets and reclassified accumulated depreciation and amortization to the appropriate categories. Subsequent to the close of the quarter, the Trust entered into an agreement to sell 53 properties totaling 4.4 million square feet. 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. During the first quarter of 1999, the Trust completed the sale of a Hagerstown, Maryland retail center and recognized a net loss of $143,000. Note 5: Cash applied to interest payments amounted to $2.6 million and $2.3 million for the three-month periods ended February 28, 1999 and February 28, 1998, respectively. -7- MGI PROPERTIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued) Note 6: Following shareholder approval of the Plan on October 14, 1998, option holders, in accordance with their option agreements, have elected, as an alternative to exercising their options, to receive in cash the difference between the per share option exercise price and the aggregate per share net liquidation proceeds to be distributed to shareholders. The estimated expense associated with these elections, which is the difference between the per share option exercise price and the aggregate per share net liquidation proceeds expected to be distributed to shareholders, will be recognized upon declaration of the related liquidating distributions. Holders of approximately 1.5 million options having an aggregate average exercise price of approximately $19.84 have made this election. Note 7: MGI intends to qualify for the year ended November 30, 1999 as a real estate investment trust under the provisions of Sections 856-860 of the Internal Revenue Code of 1986, as amended. Accordingly, no provision has been made for Federal income taxes. -8- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview - -------- MGI is a self-administered equity REIT that is operating under a Plan of Complete Liquidation and Termination of the Trust (the "Plan"). The Trust owns and operates a diversified portfolio of income-producing real estate consisting of 65 commercial properties and three multi-family residential properties. The commercial portfolio consists of 5.6 million square feet, 87% of which is comprised of office, office/R&D and industrial properties. The multi-family properties consist of three residential communities aggregating 959 units. At February 28, 1999, the commercial and residential properties were 97.4% and 91.2% leased, respectively. Since 1992, the Trust has focused on the commercial segment of the real estate market, specifically industrial and office properties located in New England. At February 28, 1999, 66%, based upon cost, of MGI's real estate assets were located in New England. The shareholders of the Trust approved the Plan at a special meeting held on October 14, 1998. The Plan is discussed in the Trust's Form 10-K for the year ended November 30, 1998, and in the definitive Proxy Statement dated September 10, 1998, including risk factors, income tax consequences and certain other considerations. As part of that discussion, management estimated that substantially all of the properties would be sold within 12 to 15 months of shareholder adoption of the Plan. Subsequent to the close of the quarter, the Trust entered into an agreement to sell 53 properties totaling 4.4 million square feet. 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. To the extent the sale of the 53 properties closes in the third quarter as currently anticipated, a significant portion of the sale proceeds after expenses, repayment of secured and corporate debt, and the establishment of appropriate reserves, can be expected to be distributed in the third quarter. As of the date hereof, management believes that the purchase price for the sale of these properties, coupled with management's current estimate of sale prices 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 have been paid; however, no assurance can be given as to the timing of distributions or that per share net cash proceeds will be within this range or will reach this range. During the quarter, the Trust completed the sale of a Hagerstown, Maryland retail center and recognized a net loss of $143,000. As of February 28, 1999, the Trust's real estate investments were located by geographic region as follows: -9- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
% of Portfolio % of Based on 1999 Square Feet of Portfolio Property Number of Commercial Apartment Based Operating Location Properties Property Units on Cost Income - -------- ---------- -------- ----- ------- ------ New England 55 4,522,000 -- 66.0% 71.8% Mid-West 5 442,500 722 17.8% 14.2% Southeast 5 318,800 -- 6.8% 5.2% Mid-Atlantic 3 325,300 237 9.4% 8.8% -- --------- --- ------ ------ Total Portfolio 68 5,608,600 959 100.0% 100.0% == ========= === ====== ======
Liquidity and Capital Resources - ------------------------------- Shareholders' equity at February 28, 1999 was $259.8 million, compared to $256.8 million at November 30, 1998. The increase primarily reflects the excess of net income over distributions paid in the first quarter. At February 28, 1999, financial liquidity was provided by $11.5 million in cash and cash equivalents and by unused lines of credit aggregating $32.5 million. Loans payable totaled $125.0 million at February 28, 1999, a net decrease of $5.5 million compared to $130.5 million at November 30, 1998. During the quarter, the Trust repaid a $12.3 million mortgage loan that was secured by an Aurora, Illinois retail center and incurred a $0.3 million penalty which was recorded as an extraordinary item. In addition, the Trust drew $7.5 million from its line of credit primarily to fund the loan prepayment. The balance of the change represents scheduled principal payments. Scheduled loan principal payments due within 12 months of February 28, 1999 total $2.9 million. MGI believes it will continue to be able to extend or refinance maturing mortgage loans upon satisfactory terms. Cash requirements during the balance of fiscal 1999 include distributions to shareholders, capital and tenant improvements and other leasing expenditures required to maintain MGI's occupancy levels and other investment undertakings. Currently, the Trust is contractually committed to approximately $3.5 million of capital and tenant improvement projects, which are anticipated to be completed during the next two fiscal quarters. -10- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In connection with the Plan, MGI anticipates incurring a variety of costs and fees including costs related to sales, fees to advisors and other professionals, severance compensation, payments to holders of stock options, and other expenses related to liquidation. Among the costs is an estimated $4.2 million of employee severance compensation, which includes a base and incentive component. Payment of employee severance compensation is contingent upon the employee's continuing employment and is being recognized as an expense over a 15-month period beginning October 14, 1998. The Trust has entered into agreements with a financial advisor and an exclusive property sales agent. Each agreement provides for a fee of $1.5 million to be paid in the event of a complete liquidation or merger, with a minimum of $400,000 to be paid to each. In addition, the Trust has agreed to reimburse their out-of-pocket expenses up to $650,000 in the aggregate, of which $132,000 has been paid to date. Sources of funds in the future are expected to be derived from property operations, sales of properties, mortgaging or refinancing of existing mortgages on properties, borrowing under MGI's lines of credit and MGI's portfolio of investment securities. MGI believes the combination of available cash and cash equivalents, the value of MGI's unencumbered properties and other resources are sufficient to meet its liquidity requirements while implementing the Plan. Results of Operations - --------------------- Net income for the quarter ended February 28, 1999 was $7,437,000, or $.54 per share, compared to $10,828,000, or $.79 per share, for the first quarter one year ago. Net income in the first quarter of 1999 included a $143,000 loss from the sale of one property, a $286,000 loan prepayment fee and liquidation-related expenses of $878,000. Pursuant to the required accounting for properties held for sale, there was no depreciation or amortization of real estate assets recognized in the first quarter of 1999. Included in 1998 first quarter net income were net gains of $6,075,000, from four property sales. Funds from operations ("FFO") totaled $9.1 million in the first quarter of fiscal 1999, compared to $7.4 million in the corresponding quarter of 1998. MGI calculates FFO in conformity with the NAREIT definition which is net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, and for significant non-recurring events (such as Liquidation Plan expenses). MGI believes FFO is an appropriate supplemental measure of operating performance. The following is a reconciliation of net income to FFO: -11- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Three Months Ended ------------------ February 28, 1999 February 28, 1998 ----------------- ----------------- Net income $7,437,000 $10,828,000 Plus net loss/(less net gain) and extraordinary item 429,000 (6,075,000) Plus building depreciation - 2,035,000 Plus tenant improvement and commission amortization 334,000 590,000 Plus liquidation plan expenses 878,000 - ---------- ----------- FFO $9,078,000 $ 7,378,000 ========== ===========
The $3.1 million increase in income before net gains, when 1999 is compared to 1998, resulted from a $1.9 million increase ($12.3 million versus $10.4 million, respectively) in property operating income (which is defined as rental income less property operating expenses and real estate taxes), offset by increases in interest and liquidation plan expenses. Moreover, depreciation and amortization decreased by $2.3 million, as the Trust stopped depreciating its real estate assets on October 14, 1998, the date shareholders approved the Plan. The increase in interest expense of $0.2 million was due primarily to debt incurred in connection with the acquisition of properties in 1998. Liquidation plan expenses of $878,000 primarily reflects employee severance costs which are being recognized over a 15-month period beginning with the approval of the Plan The change in 1999 FFO when compared to 1998 is attributable to the same factors that affected income before net gains in such periods, excluding the effect of changes in depreciation and amortization and liquidation plan expenses. The change in property operating income from 1998 to 1999 reflects improved results from comparable properties (which is defined as properties owned throughout both 1998 and 1999), as well as the effect of the sale and acquisition of properties, is detailed below:
Net Change in Properties Held 1998 1999 and 1998 Property Operating Property Type Both Years Acquisitions Sales Income ------------- ---------- ------------ ------------- ------------------ Office $ 248,000 $ 898,000 $ (54,000) $1,092,000 Office/R&D 382,000 447,000 -- 829,000 Industrial 182,000 61,000 (138,000) 105,000 Retail 210,000 -- (152,000) 58,000 Multi-family 72,000 -- (316,000) (244,000) Management and other 95,000 -- -- 95,000 ---------- ---------- --------- ---------- Total $1,189,000 $1,406,000 $(660,000) $1,935,000 ========== ========== ========= ==========
-12- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The 12.3% increase in "same store" property operating income from the 54 comparable properties reflects increased rental revenue from higher rents due to leasing activity and higher overall occupancy than the comparable quarter in fiscal 1998. Rental rates for leases signed during 1999 are expected to increase by approximately 48% compared to the previous rents in place. Rental revenue has also been positively impacted by the portfolio's overall leased rate which increased from 93.4% at February 28, 1998 to 96.6% at February 28, 1999. The Trust's property management operation contributed an additional $95,000 for the quarter, reflecting the benefit of 4.1 million square feet of property under management in 1999. Commercial leases signed in 1999, the percentage of the commercial properties leased and scheduled commercial lease expirations in 1999 (in square feet) are as follows:
Scheduled Expirations Property Percentage 1999 Remaining Type Leased Leasing 1999 ---------- ------------- --------- --------------------- Office 96.1% 49,000 88,700 Industrial 97.7% 44,900 145,800 Office/R&D 98.0% 46,100 130,400 Retail 99.1% 25,500 25,000 ---- ------ ------- Total Commercial 97.4% 165,500 389,900 ===== ======= =======
Scheduled expirations in 1999 represent 7.0% of the Trust's total commercial square feet at February 28, 1999, compared to scheduled expirations in 1998 of 327,100 square feet, which represented 6% of the Trust's total commercial square feet at February 28, 1998. The remaining fiscal 1999 commercial lease expirations are scheduled as follows: 228,400 square feet in the second quarter, 107,000 square feet in the third quarter and 54,500 square feet in the fourth quarter. In the Trust's New England portfolio, leases relating to 314,000 square feet are scheduled to expire during the balance of 1999, which management believes are subject to rents that are generally below the current market. Included in the 1999 expirations is a 105,500 square-foot lease, which space the tenant is scheduled to vacate at the end of April 1999, at an Andover, Massachusetts office building. The Trust is currently seeking a tenant for such space. -13- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Forward Looking Statements - -------------------------- Statements made or incorporated in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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. This Report 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 Report, 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." -14- MGI PROPERTIES PART II - OTHER INFORMATION Item 1: Legal Proceedings: Not applicable. Item 2: Changes in Securities: Not applicable. Item 3: Defaults upon Senior Securities: Not applicable. Item 4: Submission of Matters to a Vote of Security Holders: None Item 5: Other Information: Not applicable. Item 6: Exhibits and Reports on Form 8-K: a) Exhibit: Exhibit 27.1 - Financial Data Schedule b) Reports on Form 8-K: None -15- MGI PROPERTIES SIGNATURES Pursuant to the requirements to the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 14, 1999 /s/ Phillip C. Vitali -------------- -------------------------------------- Phillip C. Vitali Executive Vice President and Treasurer (Chief Financial Officer) Date: April 14, 1999 /s/ David P. Morency -------------- -------------------------------------- David P. Morency Controller (Principal Accounting Officer) -16- EX-27 2 R14 FDS FOR 1999 FIRST QTR 10-Q
5 0000068330 MGI PROPERTIES 1,000 USD 3-MOS NOV-30-1999 FEB-28-1999 1 11,538 000 4,414 000 000 11,437 365,626 000 393,015 8,165 125,041 000 000 13,774 246,035 393,015 18,667 18,811 000 8,385 000 000 2,560 7,866 000 7,866 (143) (286) 000 7,437 .54 .52
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