The JMB letter asks that Maguire himself not serve on thecommittee. It asks Maguire to give JMB two seats on the REIT'sboard and to appoint those two JMB board members to thecommittee.

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Maguire officials had no comment on the JMB filing, which saysthat JMB has acquired 2.5 million shares of Maguire stock for anaggregate of $63.1 million in recent months. The filing says thatJMB believes Maguire's shares are substantially underpriced becausethe value of the underlying buildings that the REIT owns is greaterthan its market capitalization.

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"There is little debate that the net asset value of the companyis substantially higher than current stock price levels," JMB'sletter says. Citing various analyses that peg the value of Maguireat prices ranging from $33 to $46 per share, JMB says that thecurrent trading price of Maguire's shares reflects a discount ofmore than 29% to the average of analysts' estimates of the netasset value of the company's portfolio.

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The filing by JMB, whose managing member is Jonathan Brooks,cites a number of reasons that Maguire's stock is trading below theasset value of the company. It mentions "weak corporate governance"and "excessive general and administrative expenses," which JMBestimates to be approximately $20 million per year too high.

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JMB gives Maguire credit for assembling a topnotch portfolio ofclass A office buildings, and it even includes a personal note toMaguire: "Rob, please understand we are sympathetic to yoursituation. We understand that you built this business over the last40 years and, without your vision, this portfolio would never havebeen put together."

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However, JMB's assessment is that Maguire has not managed thecompany in a way that maximizes shareholder value. It asks Maguireto "void all current standstill arrangements with prospectivebuyers so that a true level playing field can be created forpotential suitors."

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JMB says that if Maguire disregards its suggestions, "We reservethe right to propose an alternative slate of directors for theupcoming shareholders meeting." The specific mandate of JMB's slatewould be to evaluate all avenues for maximizing shareholder value,including the hiring of an investment bank to pursue a sale of thecompany.

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