<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LNH REIT, INC.
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(Name of Issuer)
Common Stock, $.50 par value per share
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(Title of Class of Securities)
501620108000
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(CUSIP Number)
N. Keith McKey
300 One Jackson Place, 188 East Capitol Street
Jackson, Mississippi 39201; (601) 948-4091
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1995
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(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 16 Pages.
<PAGE> 2
CUSIP No. 501620108000 SCHEDULE 13D Page 2 of 16 Pages
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) [x]
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
<TABLE>
<S> <C>
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 515,200
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH
9 SOLE DISPOSITIVE POWER
515,200
10 SHARED DISPOSITIVE POWER
-0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.42%
14 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
AMENDMENT NO. 8
TO
SCHEDULE 13D
LNH REIT, INC.
-------------
The Statement on Schedule 13D with respect to the shares of
common stock, $.50 par value per share ("Shares"), of LNH REIT, Inc., a
Maryland corporation, filed with the Securities and Exchange Commission by
EastGroup Properties ("EastGroup"), Walker Foundation ("Foundation") and Walker
Investments, L.P. ("Investments"), as amended by Amendments 1 through 7 (the
"Schedule 13D"), is hereby further amended as follows:
ITEM 1. Security and Issuer.
-------------------
[Item 1 of the Schedule 13D is hereby amended to read in its
entirety as follows:]
The name of the Issuer is LNH REIT, Inc. (the "Issuer"). The
address of the Issuer's principal executive office is 188 East
Capitol Street, 300 One Jackson Place, Jackson, Mississippi
39201.
ITEM 2. Identity and Background.
-----------------------
[Item 2 of the Schedule 13D is hereby amended to read in its
entirety as follows:]
Effective December 22, 1994, Eastover Corporation ("Eastover")
was merged into a wholly-owned subsidiary of EastGroup and the
shareholders of Eastover received six tenths (.6) of one share
of EastGroup for each share of Eastover owned by them. As a
result of this merger EastGroup is no longer controlled by
Eastover and The Parkway Company ("Parkway").
Updated Item 2 information with respect to the trustees and
executive officers of EastGroup is contained in Attachment A
hereto, which is incorporated herein by this reference.
Upon completion of the transactions described herein,
Investments and Foundation will no longer be persons filing
this Schedule 13D.
EastGroup, Investments, Foundation and their executive
officers and directors or trustees are sometimes hereinafter
collectively referred to as the "Reporting
Page 3 of 16 Pages
<PAGE> 4
Persons." During the last five years, none of the Reporting
Persons has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Each
of the individual Reporting Persons is a citizen of the United
States.
ITEM 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
[Item 3 of the Schedule 13D is hereby amended to read in its
entirety as follows:]
Pursuant to a Purchase Agreement dated March 24, 1995 by and
among Investments, Foundation, Walker Managers, L.P. ("WMLP"),
EastGroup and EGP Managers Inc. ("Managers") (the "Purchase
Agreement"), EastGroup will purchase 267,300 Shares from
Investments for an aggregate purchase price of $2,004,750 and
116,475 Shares from Foundation for an aggregate purchase price
of $873,562.50. It is anticipated that the source of the
funds will be a loan in the principal amount of $3,000,000 to
be obtained from Deposit Guaranty National Bank, Jackson,
Mississippi, which will bear interest at the prime rate and
have a maturity of one year.
ITEM 4. Purpose of Transaction.
----------------------
[Item 4 of the Schedule 13D is hereby amended by the addition
of the following:]
On March 24, 1995, Investments, Foundation, WMLP, EastGroup
and Managers entered into the Purchase Agreement pursuant to
which:
(i) EastGroup will purchase 267,300 Shares
presently owned by Investments for an
aggregate purchase price of $2,004,750;
(ii) EastGroup will purchase 116,475 Shares
presently owned by Foundation for an
aggregate purchase price of $873,562.50; and
(iii) Managers shall pay WMLP $183,138 to purchase
all of WMLP's right, title and interest in
LNH REIT Managers (the "Partnership"), a
Mississippi general partnership in which WMLP
presently owns a 50% interest. This payment
takes into account (i) EastGroup's assumption
of WMLP's obligations to make payments to the
Issuer pursuant to an Agreement dated
February 6, 1992 by and among Lomas Financial
Corporation,
Page 4 of 16 Pages
<PAGE> 5
the Issuer, L&N Housing Managers, Inc.,
EastGroup and Investments, as amended by the
First Amendment to Agreement dated March 18,
1992, and (ii) WMLP's share of the
Partnership's net income from January 1, 1995
through the closing of the transactions under
the Purchase Agreement.
Upon completion of the transactions contemplated by the
Purchase Agreement, Investments and Foundation will no longer
own any Shares, EastGroup having purchased all of their
Shares. EastGroup has formed a special committee comprised of
disinterested directors to consider the future strategy for
its investment in the Issuer, which may include EastGroup
proposing a business combination between the Issuer and
EastGroup in which EastGroup would be the surviving entity.
EastGroup has been informed that the Issuer has formed a
similar committee.
The above description of the Purchase Agreement is qualified
in its entirety by the text of the Purchase Agreement, a copy
of which is attached hereto as Exhibit IV and incorporated
herein by reference.
ITEM 5. Interest in Securities of Issuer.
--------------------------------
Upon consummation of the transactions described herein,
EastGroup will beneficially own 515,200 Shares, 23.42% of the
outstanding Shares. EastGroup will have sole voting and
investment power with respect to these Shares.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
[Item 6 is hereby amended by the addition of the following:]
The description of the Purchase Agreement in Item 3 and Item 4
and the Purchase Agreement itself which is attached hereto as
Exhibit IV are incorporated herein by this reference.
On December 22, 1994, Eastover merged with and into a
wholly-owned subsidiary of EastGroup. In connection with this
business combination and business combinations involving other
expense-sharing participants (i.e., Congress Street
Properties, Inc. ("Congress Street") merged with a
wholly-owned subsidiary of Parkway on November 29, 1994, EB is
combining with Parkway), the expense-sharing arrangements in
which the Issuer and EastGroup formerly participated
terminated on December 31, 1994, except that EastGroup has the
responsibility for managing the Issuer under the prior
administration agreement between the Issuer and Congress
Street. Since that date, Parkway and EastGroup each have
their own respective officers and
Page 5 of 16 Pages
<PAGE> 6
employees, who do not serve as officers or employees of the
other company, except for Leland R. Speed, who continues to
serve as the Chief Executive Officer of both companies, and a
small number of clerical and support staff employees. The
officers of EastGroup also continue to serve as officers of
the Issuer; in addition, the President of Parkway--Steven G.
Rogers--continues to serve as an officer of the Issuer. David
H. Hoster II and N. Keith McKey, who formerly served as
officers of all the expense-sharing participants, now serve as
officers of EastGroup and the Issuer and not Parkway because
EastGroup and Parkway continue to share the same leased office
space at One Jackson Place in Jackson, Mississippi and share
the services of Mr. Speed and certain clerical and support
staff employees, the expenses related thereto are shared among
Parkway and EastGroup (except for certain costs which can be
attributed to either company based on its actual use of the
services involved).
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
[Item 7 is amended by the addition of the following exhibit:]
Attached hereto as Exhibit IV is the Purchase Agreement dated
March 24, 1995 by and among Investments, Foundation, WMLP,
EastGroup and Managers.
Page 6 of 16 Pages
<PAGE> 7
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: March 27, 1995
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
_______________________________________
David H. Hoster II
President
Page 7 of 16 Pages
<PAGE> 8
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: March 27, 1995
WALKER FOUNDATION
By: /s/ Leigh B. Allen, III
_______________________________
Leigh B. Allen, III
Secretary
Page 8 of 16 Pages
<PAGE> 9
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: March 27, 1995
WALKER INVESTMENTS, L.P.
By: Billco, Inc., General Partner
By: /s/ Leigh B. Allen, III
_______________________________
Leigh B. Allen, III
Secretary
Page 9 of 16 Pages
<PAGE> 10
<TABLE>
ATTACHMENT A
ITEM 2. Identity and Background.
-----------------------
Trustees and Executive Officers of
---------------------------------
EastGroup Properties
<CAPTION> --------------------
Present Principal Occupation
Name Position and Address
---- -------- --------------------------------
<S> <C> <C>
Alexander G. Anagnos Trustee Financial Advisor with W.R. Family Associates,
122 East 42nd Street, 24th Floor, New York, NY
10168.
H.C. Bailey, Jr. Trustee President of H.C. Bailey Company (real estate
development and investment), P.O. Box 22704,
Jackson, MS 39225
Harold B. Judell Trustee Senior partner in the law firm of Foley &
Judell (municipal bond attorneys), One Canal
Place, Suite 2600, 365 Canal Street, New
Orleans, LA 70130
John N. Palmer Trustee Chairman of Mobile Telecommunications
Technologies Corp., P.O. Box 2469, Jackson, MS
39225.
David M. Osnos Trustee Partner in the law firm of Arent, Fox, Kintner,
Plotkin & Kahn, 1050 Connecticut Avenue, NW,
Washington, D.C. 20036.
Leland R. Speed Chief Executive Officer Chief Executive Officer of The Parkway Company
and Managing Trustee and EastGroup Properties.*
David H. Hoster II President and Trustee President of EastGroup Properties.*
N. Keith McKey Executive Vice President, Executive Vice President, Chief Financial
Chief Financial Officer Officer and Secretary of EastGroup Properties.*
and Secretary
-------------------
<FN>
*This individual's address is 300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201.
</TABLE>
Page 10 of 16 Pages
<PAGE> 11
Exhibit IV
PURCHASE AGREEMENT
THIS AGREEMENT, is made this 24th day of March 1995 by and
among WALKER INVESTMENTS, L.P. ("Investments"), a Mississippi limited
partnership with its principal office at Mirror Lake Plaza, 2829 Lakeland
Drive, Suite 1600, Jackson, Mississippi 39208, WALKER FOUNDATION
("Foundation"), a Mississippi trust with its principal offices at Mirror Lake
Plaza, 2829 Lakeland Drive, Suite 1600, Jackson, Mississippi 39208, WALKER
MANAGERS, L.P. ("WMLP"), a Mississippi limited partnership with its principal
office at Mirror Lake Plaza, 2829 Lakeland Drive, Suite 1600, Jackson,
Mississippi 39208, EASTGROUP PROPERTIES ("EastGroup"), a Maryland real estate
investment trust with its principal place of business at 300 One Jackson Place,
188 East Capitol Street, Jackson, Mississippi 39201, and EGP MANAGERS, INC.
("Managers"), a Mississippi corporation with its principal office at 300 One
Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201.
R E C I T A L S:
A. Investments is the owner of 267,300 shares of common
stock, $.50 par value ("Shares"), of LNH REIT, Inc. ("LNH"), a Maryland
corporation, and WMLP owns a 50% interest in LNH REIT Managers (the
"Partnership"), a Mississippi general partnership.
B. Foundation is the owner of 116,475 Shares.
C. EGP desires to purchase the Shares owned by
Investments and Foundation on the terms and conditions provided in this
Purchase Agreement.
D. Managers desires to purchase WMLP's interest in the
Partnership on the terms and conditions provided for in this Purchase
Agreement.
NOW, THEREFORE, the parties to this Purchase Agreement agree
as follows:
1. PURCHASE AND SALE OF INVESTMENTS SHARES. At the
Closing (as defined below), Investments shall sell, assign, transfer, convey
and deliver all of its right, title and interest in each of the 267,300 Shares
owned by it (the "Investments Shares"), and EastGroup shall purchase the
Investments Shares from Investments. The aggregate purchase price for the
Investments Shares shall be $2,004,750.
2. PURCHASE AND SALE OF FOUNDATION SHARES. At the
Closing (as defined below), Foundation shall sell, assign, transfer, convey and
deliver all of its right, title and interest in each of the 116,475 Shares
owned by it (the "Foundation Shares"), and EastGroup shall purchase the
Foundation Shares from Foundation. The aggregate purchase price for the
Foundation Shares shall be $873,562.50.
Page 11 of 16 Pages
<PAGE> 12
3. PURCHASE AND SALE OF WMLP'S INTEREST IN PARTNERSHIP.
At the Closing, Managers shall pay WMLP $183,138 which is a payment that takes
into account (i) WMLP selling, assigning, transferring, conveying and
delivering all of its right, title and interest in the Partnership to Managers;
(ii) EastGroup's assumption of WMLP obligations as set forth in Section 6
hereof; and (iii) WMLP's share of the Partnership's net income from January 1,
1995 through Closing. The transfer of the interest in the Partnership shall
not be made unless and until the Board of Directors of LNH consents to the
change in ownership of Partnership.
4. PAYMENTS. All payments made by EastGroup and
Managers shall be made by federal reserve wire transfer to bank accounts
designated by Investments and Foundation.
5. CLOSING. The closing of the transaction contemplated
hereby (the "Closing") shall occur at 10:00 A.M. C.S.T., on April 3, 1995 at
the offices of EastGroup, or at such other time and date and at such other
place as the parties may mutually agree.
6. ASSUMPTION OF OBLIGATIONS. EastGroup hereby assumes
and agrees to perform WMLP obligation to make payments to LNH under an
Agreement made the 6th day of February 1992 by and among Lomas Financial
Corporation, LNH REIT, Inc. (formerly L&N Housing Corp.), L&N Housing Managers,
Inc., EastGroup and Investments, as amended by First Amendment to Agreement
dated March 18, 1992 (the "1992 Agreement").
7. DELIVERY OF SHARES. To effectuate the sale,
assignment, transfer, conveyance and delivery of the Shares, Investments and
Foundation shall deliver to EastGroup certificates representing the Investment
Shares and the Foundation Shares, properly endorsed for transfer to EastGroup.
8. NO DISPOSITION OR ENCUMBRANCE. Investments and
Foundation shall maintain their legal and beneficial ownership of the
Investments Shares and the Foundation Shares, and refrain from disposing of or
creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to those Shares, from the date hereof through the
Closing.
9. DISTRIBUTIONS.
(a) In addition to the Investments Shares and the
Foundation Shares, EastGroup shall have the right to purchase at the Closing
any additional securities of LNH or any successor of LNH which may be issued or
issuable with respect to those Shares ("Additional Shares") without the payment
of any additional consideration. Additional Shares shall include but not be
limited to any securities issued in exchange for LNH shares and any shares
which may be issued in exchange for the Shares in connection with any merger or
reorganization of LNH or a successor of LNH.
- 2 -
Page 12 of 16 Pages
<PAGE> 13
(b) Except for the dividend declared by the
Company on March 16, 1995 payable on March 31, 1995 to shareholders of record
on March 27, 1995, all cash or non-cash distributions made by LNH in respect of
any Shares purchased by EastGroup hereunder, including but not limited to stock
dividends or stock splits, or rights to acquire any stock issued to the holders
of the Shares, as to which the record date is between the date hereof and the
date of the Closing, inclusive, shall accrue to the benefit of EastGroup.
10. VOTING RESTRICTIONS AND PROXY. Investments and
Foundation shall not exercise their voting rights in respect to any of the
Investments Shares or the Foundation Shares or Additional Shares without first
advising EastGroup how they intend to vote. Upon the Closing, Investments and
Foundation shall deliver to EastGroup irrevocable proxies to vote all of the
Investments Shares or the Foundation Shares and Additional Shares.
11. REPRESENTATIONS AND WARRANTIES OF INVESTMENTS AND
FOUNDATION. Investments and Foundation hereby represent and warrant to
EastGroup that (i) each has, and will continue to have through the date of the
Closing, good and marketable title to the instruments to be transferred to
EastGroup and Managers under this Purchase Agreement, free and clear of any
lien, encumbrance, restrictive condition, security interest or adverse claim of
any kind; (ii) the sales to EastGroup as contemplated herein have been duly
authorized by all necessary action on behalf of each, and each has, and will
continue to have through the date of the Closing, the legal power to make such
transfers; (iii) at no time between the date hereof and the date of the Closing
will there by any outstanding right, subscription, warrant, call, option or
other agreement of any kind, other than the rights granted hereby, to purchase
or otherwise to receive the Investments Shares or the Foundation Shares or
Additional Shares, nor will there be any agreement pursuant to which any person
other than Investments or Foundation may exercise any of the rights otherwise
accruing to the owner of such shares; and (iv) the sale to EastGroup
contemplated herein would not (a) violate or conflict with any of constituent
or organizational document of either Investments or Foundation, or (b)
constitute a violation of any law or regulation of any jurisdiction, or (c)
violate any judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against, or binding upon Investment
or Foundation.
12. FURTHER ASSURANCE. Investments or Foundation shall,
at the request of EastGroup, at any time prior to and from time to time after
the Closing execute and deliver to EastGroup all such further instruments and
take all such further action as may be reasonably necessary or appropriate to
perfect or to record EastGroup's title to or interest in the Shares or the
interest in the Partnership, or to enable EastGroup to use the Shares.
13. NOTICES AND COUNTERPARTS. All notices required
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or sent by registered or certified mail, return receipt
requested, or by prepaid telex, cable or telegram, and addressed as follows:
- 3 -
Page 13 of 16 Pages
<PAGE> 14
If to Investments or WMLP:
c/o Billco, Inc.
Mirror Lake Plaza
2829 Lakeland Drive, Suite 1600
Jackson, Mississippi 39208
If to Foundation:
Walker Foundation
Mirror Lake Plaza
2829 Lakeland Drive, Suite 1600
Jackson, Mississippi 39208
If to EastGroup or Managers:
c/o EastGroup Properties
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
ATTN: N. Keith McKey,
respectively. This Purchase Agreement may be executed in various counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument. This Purchase Agreement shall be interpreted and
enforced in accordance with the internal law of the State of Maryland.
- 4 -
Page 14 of 16 Pages
<PAGE> 15
IN WITNESS WHEREOF, each of the parties hereto has caused this
Purchase Agreement to be executed on its behalf by its duly authorized officer
or agent.
WALKER INVESTMENTS, L.P.
By: Billco, Inc., General Partner
By: /s/ James H. Daughdrill
__________________________________________________________
WALKER FOUNDATION
By: /s/ James H. Daughdrill
__________________________________________________________
WALKER MANAGERS, L.P.
By: Billco, Inc. General Partner
By: /s/ James H. Daughdrill
__________________________________________________________
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
__________________________________________________________
By: /s/ N. Keith McKey
_________________________________________________________
EGP MANAGERS, INC.
By:/s/ David H. Hoster II
__________________________________________________________
By: /s/ N. Keith McKey
_________________________________________________________
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Page 15 of 16 Pages
