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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. 3)*
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)
June 5, 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 5 PAGES.
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AMENDMENT NO. 3
TO
SCHEDULE 13D
COPLEY PROPERTIES, INC.
-----------------------
The Statement on Schedule 13D 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 on Schedule 13D filed with the SEC on May 5, 1995 and
Amendment No. 2 to the Statement on Schedule 13D filed with the SEC on May 25,
1995 (the "Schedule 13D"), is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
[Item 4 of the Schedule 13D is amended by the addition of the
following:]
On June 5, 1995, EastGroup delivered to the Issuer the
letter attached hereto as Exhibit III and issued the Press
Release attached hereto as Exhibit IV, both of which are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
[Item 7 of the Schedule 13D is amended by the addition of the
following:]
III. Correspondence dated June 5, 1995 from EastGroup to the
Issuer.
IV. Press Release dated June 5, 1995 issued by EastGroup.
Page 2 of 5 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: JUNE 5, 1995
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
----------------------------
David H. Hoster II
President
Page 3 of 5 pages
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EXHIBIT III
EASTGROUP
PROPERTIES
June 5, 1995
Board of Directors
Copley Properties, Inc.
c/o Steven E. Wheeler
Chief Executive Officer
399 Boylston Street, 13th Floor
Boston, Massachusetts 02116
Gentlemen:
EastGroup Properties ("EastGroup") is disappointed that you have not
responded to the merger proposal contained in EastGroup's letter of May 24,
1995 (the "Proposal"). The Proposal will terminate at 5:00 P.M., Eastern
Daylight Time, on June 8, 1995 (the "Expiration Time") unless (i) Copley
Properties, Inc. (the "Company") and EastGroup have entered into a definitive
agreement with respect to the Proposal prior to the Expiration Time or (ii)
EastGroup and the Company have entered into meaningful, substantive
negotiations with respect to the Proposal prior to the Expiration Time.
In the event the Proposal is terminated in accordance with this letter,
EastGroup reserves the right to make future proposals to the Company with
respect to a possible business combination between EastGroup and the Company.
Very truly yours,
EASTGROUP PROPERTIES
By: /s/ Leland R. Speed
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Leland R. Speed, Chairman
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EXHIBIT IV
EASTGROUP
PROPERTIES
NEWS RELEASE FOR MORE INFORMATION, CONTACT:
- ------------ DAVID H. HOSTER II, PRESIDENT OR
N. KEITH MCKEY, CHIEF FINANCIAL OFFICER
(601) 354-3555
EASTGROUP OFFER FOR COPLEY PROPERTIES, INC.
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TO EXPIRE THURSDAY, JUNE 8, 1995
--------------------------------
JACKSON, MISSISSIPPI, JUNE 5, 1995 - EastGroup PROPERTIES (NYSE-EGP)
announced today that its merger proposal to Copley Properties, Inc. ("Copley")
will expire at 5:00 P.M. EDT on Thursday, June 8, 1995 if Copley has not either
accepted the proposal or entered into substantive and good faith negotiations
with EastGroup. On April 25, 1995, the day prior to the date on which
EastGroup expressed interest in a combination with Copley, Copley's closing
share price was $9.6875. On May 24, 1995, EastGroup proposed a merger to the
Board of Directors of Copley where Copley shareholders will receive $12.00 per
share in EastGroup shares for each share they own.
Leland R. Speed, Chairman of EastGroup, stated "I am suprised and
disappointed that EastGroup has not recieved any reaction or response to our
offer from Copley's management or its Board of Directors given Copley's stated
goal of maximizing shareholder value".
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