<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
COPLEY PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
217 454 107 000
-------------------------------------------
(CUSIP Number)
N. Keith McKey
300 One Jackson Place, 188 East Capitol Street
Jackson, Mississippi 39201; (601) 354-3555
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 1995
--------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
This Document contains 5 pages.
<PAGE> 2
<TABLE>
<CAPTION>
CUSIP No. 217 454 107 000 SCHEDULE 13D Page 2 of 5 Pages
------------------ ----- -----
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EastGroup Properties
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 224,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 224,800
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
14 TYPE OF REPORTING PERSON*
00
<FN>
* SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
<PAGE> 3
AMENDMENT NO. 5
TO
SCHEDULE 13D
COPLEY PROPERTIES, INC.
-----------------------
The Statement on Schedule 13D (the "Statement") with respect to the
shares of common stock, $1.00 par value per share ("Shares"), of Copley
Properties, Inc. (the "Issuer"), filed by EastGroup Properties ("EastGroup"),
with the Securities and Exchange Commission (the "SEC") on April 26, 1995, as
amended by Amendment No. 1 to the Statement filed with the SEC on May 5, 1995,
Amendment No. 2 to the Statement filed with the SEC on May 25, 1995, Amendment
No. 3 to the Statement filed with the SEC on June 5, 1995 and Amendment No. 4
to the Statement filed with the SEC on June 8, 1995, is hereby amended as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
[Item 3 is hereby amended to read in its entirety as follows:]
As of the date hereof, EastGroup has used approximately $2,289,725 to
acquire its Shares. The source of the funds was EastGroup's working
capital. EastGroup's working capital includes funds obtained under a
note payable to Deposit Guaranty National Bank, Jackson, Mississippi,
which matures on April 30, 1996 and bears interest at rates determined
by reference to the prime rate or the London Interbank Offered Rate.
EastGroup's working capital also includes funds obtained under a line
of credit with Deposit Guaranty National Bank, Jackson, Mississippi,
which matures on April 30, 1996 and similarly bears interest at rates
determined by reference to the prime rate or the London Interbank
Offered Rate. As of the date of this Amendment No. 5 to the Statement,
the interest rate on both of these credit facilities is 7.8164%.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
---------------------------------
(i) SHARE OWNERSHIP. As of the date hereof, EastGroup beneficially
owns 224,800 Shares, or 6.27% of the outstanding Shares. The
percentage is based upon the number of Shares indicated as
outstanding in the Issuer's Form 10-Q for the quarter ended March
31, 1995 (3,584,350). No other Reporting Person beneficially owns
Shares.
Page 3 of 5 Pages
<PAGE> 4
(ii) RECENT TRANSACTIONS. During the 60 days prior to the date of the event
requiring the filing of this Amendment, EastGroup purchased Shares on
the following days in the indicated amounts and for the indicated
prices. All of the transactions were open market purchases effected on
the American Stock Exchange.
<TABLE>
<CAPTION>
Date Number of Shares Price per Share(1)
- ---- ---------------- ---------------
<S> <C> <C>
June 23, 1995 2,000 $10.875
June 28, 1995 7,500 10.875
June 29, 1995 3,600 10.875
June 30, 1995 5,400 10.875
July 5, 1995 1,000 10.875
July 6, 1995 1,500 10.9583
July 12, 1995 4,000 11.125
July 13, 1995 700 11.00
July 17, 1995 1,000 11.00
July 19, 1995 1,100 11.00
July 20, 1995 10,000 11.5925
<FN>
__________________________________
(1) Price per Share does not include brokerage commissions.
</TABLE>
Page 4 of 5 Pages
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: July 21, 1995
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
----------------------------------
David H. Hoster II
President
Page 5 of 5 Pages
