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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
September 15, 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 7 pages.
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<TABLE>
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CUSIP No. 217 454 107 000 SCHEDULE 13D Page 2 of 7 Pages
------------------ ----- -----
- ------------------------------ ----------------------------
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<S> | <C> <C>
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
| EastGroup Properties
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
| (b)[ ]
|
|
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3 | SEC USE ONLY
|
|
|
|
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4 | SOURCE OF FUNDS*
|
| WC
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Maryland
|
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NUMBER OF | 7 SOLE VOTING POWER
|
SHARES | 529,000
|------------------------------------------------------------------------------------------------------
BENEFICIALLY | 8 SHARED VOTING POWER
|
OWNED BY | -0-
|------------------------------------------------------------------------------------------------------
EACH | 9 SOLE DISPOSITIVE POWER
|
REPORTING | 529,000
|------------------------------------------------------------------------------------------------------
PERSON | 10 SHARED DISPOSITIVE POWER
|
WITH | -0-
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 529,000
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 14.76%
|
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14 | TYPE OF REPORTING PERSON*
|
| 00
|
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* SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
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AMENDMENT NO. 6
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, 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:]
Upon the consummation of the transactions described herein, EastGroup
will have used approximately $6,093,253 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. 6 to the
Statement, the interest rate on both of these credit facilities is
7.875%.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
---------------------------------
[Item 5 of the Statement is hereby amended by the addition of the
following:]
(i) SHARE OWNERSHIP. Upon consummation of the transactions described
herein, EastGroup will own 529,000 Shares, or 14.76% 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 June 30,
1995 (3,584,350). No other Reporting Person beneficially owns Shares.
(ii) RECENT TRANSACTIONS. Since Amendment No. 5 to this Statement, EastGroup
purchased 1,500 Shares on September 13, 1995 in an open market purchase
effected on the American Stock Exchange for a price per Share (not
including brokerage commissions) of $11.875, and
Page 3 of 7 Pages
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pursuant to the Agreement dated September 15, 1995 by and between
EastGroup and The AlliedSignal Inc. Master Pension Trust (the
"Agreement"), EastGroup will purchase 302,700 Shares for a purchase
price per Share of $12.50.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
----------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
----------------------------
[Item 6 of the Statement is hereby amended by the addition of the
following:]
The Agreement, attached hereto as Exhibit VI, is incorporated herein
by this reference thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
[Item 7 of the Statement is hereby amended by the addition of the
following:]
VI. Agreement dated September 15, 1995 by and between EastGroup and The
AlliedSignal Inc. Master Pension Trust.
Page 4 of 7 Pages
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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: September 15, 1995
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
----------------------
David H. Hoster II
President
182207
Page 5 of 7 Pages
<PAGE> 6
Exhibit VI
September 15, 1995
EastGroup Properties
P.O. Box 22728
Jackson, MS 39225-2728
Re: Purchase and Sale of 302,700 Common Shares of Copley
----------------------------------------------------
Properties, Inc.
----------------
Dear Sirs:
Upon the terms and subject to the conditions set forth in this letter,
The AlliedSignal Inc. Master Pension Trust (the "Trust") has agreed to sell,
and EastGroup Properties ("EastGroup") has agreed to purchase, 302,700 common
shares (CUSIP #217 454 107) of Copley Properties, Inc. (the "Shares").
The trade date for the purchase and sale of the Shares shall be the
first date after the date hereof upon which the Shares trade "ex-dividend" on
the American Stock Exchange. Settlement shall occur through the accounts of
Northern Trust Company, on behalf of the Trust, and Deposit Guaranty National
Bank, on behalf of EastGroup, at the Depository Trust Company three business
days after the trade date (the "Settlement Date"). The consideration for the
purchase and sale of the Shares shall be $12.50 per Share, which EastGroup
shall pay the Trust in U.S. federal funds currently and immediately available
to an account of the Trust to be identified in writing by the Trust to
EastGroup at least one business day prior to the Settlement Date, in the amount
of Three Million Seven Hundred Eighty Three Thousand Seven Hundred and Fifty
U.S. Dollars (US $3,783,750.00) prior to 1:00 p.m., prevailing New York City
time, on the Settlement Date.
The parties acknowledge and agree that the dividend payable by Copley
on October 10, 1995 shall be the property of the Trust.
Each party represents and warrants to the other that no broker, finder
or investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the purchase and sale of the Shares.
This agreement shall be governed by and construed under the laws of the
State of New York applicable to contracts entered into and to be performed
within that State.
Page 6 of 7 Pages.
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2
Please sign below to confirm your understanding and agreement of the
terms set forth above.
Sincerely,
The AlliedSignal Inc. Master Pension
Trust
By: Northern Trust Company,
As Trustee
By: /s/ Susan M. Spalding
-------------------------
Name: Susan M. Spalding
Title: Vice President
Acknowledged and Agreed:
EastGroup Properties
By /s/ Leland R. Speed
----------------------------
Name: Leland R. Speed
Title: Chief Executive Officer and Managing Trustee
Page 7 of 7 Pages.
