<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
November 15, 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 6 pages.
<PAGE> 2
AMENDMENT NO. 7
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 further amended as follows:
ITEM 4 PURPOSE OF TRANSACTION.
-----------------------
[Item 4 of the Statement is hereby amended by the addition of
the following:]
On November 15, 1995, EastGroup delivered to the Issuer
the letter attached hereto as Exhibit VII, incorporated
herein by this reference, which proposed a business combination
transaction between EastGroup and the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
[Item 7 of the Statement is hereby amended by the addition of
the following:]
VII. Correspondence dated November 15, 1995 from EastGroup to
the Issuer.
Page 2 of 6 Pages
<PAGE> 3
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: November 15, 1995
EASTGROUP PROPERTIES
By /s/ David H. Hoster II
-------------------------------------
David H. Hoster II
President
Page 3 of 6 Pages
<PAGE> 4
EXHIBIT VII
[EGP LETTERHEAD]
November 15, 1995
Copley Properties, Inc.
c/o Morgan Stanley & Co. Incorporated
37th Floor
1585 Broadway
New York, New York 10036
Attention: Drucilla Richards, Principal
Dear Ms. Richards:
This letter will serve as a preliminary proposal, pursuant to your
letter dated October 26, 1995, by EastGroup Properties ("EastGroup") to engage
in a transaction in which Copley Properties, Inc. ("Copley") would be merged
with and into EastGroup or a wholly-owned subsidiary of EastGroup. Based upon
the information available to EastGroup at this time, East Group would be
willing to offer consideration of $13.50 to $14.00 for each share of Copley
common stock, which would be payable in EastGroup's shares of beneficial
interest. The precise consideration per Copley share will depend upon the
results of the due diligence investigation described below.
EastGroup has engaged the following outside advisors to advise
EastGroup in connection with this transaction.
Financial - PaineWebber Incorporated
1285 Sixth Avenue
Nineteenth Floor
New York, NY 10019
Attn: David R. Jarvis
(212) 713-7911
Legal - Jaeckle, Fleischmann & Mugel
Fleet Bank Building
Twelve Fountain Plaza
Buffalo, NY 14202
Attn: Joseph P. Kubarek
(716) 856-0600
Page 4 of 6 Pages
<PAGE> 5
Copley Properties, Inc.
November 15, 1995
Page 2
Accounting - KPMG Peat Marwick LLP
One Jackson Place
188 East Capitol Street
Suite 1100
Jackson, MS 39201
Attn: Steven Richards
(601) 354-3701
EastGroup has not completed its due diligence with respect to Copley's
properties, finances, results of operations or otherwise, and would require
further due diligence before entering into a definitive merger agreement. A
list of the major issues to be reviewed in such due diligence is attached
hereto as Schedule A. In order for EastGroup to conduct its due diligence, it
will be necessary for Copley to afford, and cause its affiliates, officers and
agents to afford, EastGroup and its advisors, representatives and agents full
and complete access to Copley's properties, business, personnel, and financial,
legal, tax and other data and information as requested by EastGroup or its
representatives or agents.
This preliminary proposal does not represent a binding commitment on
the part of EastGroup. EastGroup's preliminary proposal is subject to the
negotiation and preparation of a definitive merger agreement, appoval of such
agreement by EastGroup's Board of Tustees, approval of the propsed transaction
by EastGroup's shareholders and registration of the EastGroup shares to be
issued in the transaction under the Securities Act of 1933, as amended.
Should you have any questions, require clarification, need to discuss
any of the above or desire further information with respect to EastGroup,
please call David H. Hoster II or N. Keith McKey at (601) 354-3555.
Very truly yours,
EASTGROUP PROPERTIES
By: /s/ Leland R. Speed
-----------------------------
Leland R. Speed
Chairman of the Board
Page 5 of 6 Pages
<PAGE> 6
SCHEDULE A - MAJOR ISSUES FOR DUE DILIGENCE REVIEW
--------------------------------------------------
I. FINANCIAL
---------
- SEC FILINGS
- Internal financial records and workpapers including tax
workpapers
- Independent auditors workpapers including property statements
and tax workpapers
- Copies of agreements such as notes payable, mortgages, notes
receivable, management contracts and employee agreements
- Confirm Copley's REIT status
- Auditors' letters to management and attorney's letters to
auditors
II. CORPORATE
---------
- Corporate records including minutes and organizational records
- Shareholder lists, records and agreements involving
shareholders
- Corporate insurance programs
- All material leases, contracts and financing documents
- Option agreements
- Legal and regulatory actions
III. ASSETS
------
- Access to property files
- Review of current update of environmental studies (Phase I,
etc.) for each property, and review of any environmental actions
- Engineering studies to address structural, mechanical and roof
conditions for each property
- Review of all tenant leases and lease files
- Copies of title insurance polilcies and/or lawyers' abstract
reports along with the most recent surveys for each property
- Access to all property insurance policies and a list of all
insurance claims over $25,000
Page 6 of 6 Pages
