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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. )*
COPLEY PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
217 454 107 000
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(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)
April 17, 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 [x]. (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>
<CAPTION>
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
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 187,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 187,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%
14 TYPE OF REPORTING PERSON*
00
<FN>
* SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
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SCHEDULE 13D
COPLEY PROPERTIES, INC.
-----------------------
ITEM 1. SECURITY AND ISSUER.
--------------------
This Statement relates to the Shares of Common Stock, $1.00 par
value per share ("Shares"), of Copley Properties, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 399 Bolyston Street, 13th Floor, Boston,
Massachusetts 02116.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
This Statement is filed on behalf of EastGroup Properties, a
Maryland real estate investment trust ("EastGroup"). Information
concerning the principal business of EastGroup is contained in Item 4
of this Statement, which is incorporated herein by this reference.
The address of EastGroup's principal office is 300 One Jackson Place,
188 East Capitol Street, Jackson, Mississippi 39201.
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. EastGroup and its executive
officers and trustees are sometimes hereinafter collectively referred
to as the "Reporting 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.
NOTE: Nothing in this Statement shall be construed as a statement or
admission that the Reporting Persons, or any of them,
(i) are acting as a group in the acquisition, disposition or
holding of Shares, (ii) collectively constitute a "person"
within the meaning of Section 13(d)(3), of the Securities
Exchange Act of 1934, as amended (the "Act"), or (iii) for the
purposes of Section 13(d) of the Act, are the beneficial owners
of any Shares other than those Shares in which each person is
specifically identified in this Statement to have a
beneficial ownership.
Page 3 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
As of the date hereof, EastGroup has used approximately
$1,870,000 to acquire its Shares. The source of the funds was
EastGroup's working capital. EastGroup's working capital includes
funds obtained under a line of credit with Deposit Guaranty National
Bank, Jackson, Mississippi, which matures on April 30, 1996 and bears
interest at the prime rate.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
EastGroup is primarily engaged in the business of acquiring,
holding and disposing of real estate or interests in real estate,
including mortgage loans. EastGroup operates so as to qualify as a
real estate investment trust ("REIT") under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended. In the past,
EastGroup in certain instances conducted its real estate business
indirectly through controlled companies. In furtherance of this
activity, EastGroup has acquired securities issued by other real
estate companies with a view toward obtaining a significant influence
over the management and policies of such companies for the purpose of
engaging in the real estate business through or entering into a
business combination with such companies. In recent years, EastGroup
had pursued a strategy of investing directly in industrial, apartment
and office properties. EastGroup has now determined that conditions
in the real estate market and the market for securities of REITs are
such that it is in the best interest of EastGroup, in certain
circumstances, to increase its market capitalization by way of
business combinations with other REITs.
Representatives of EastGroup have contacted management of the
Issuer to set a meeting, but have not been able to meet at this time.
At the meeting, the representatives of EastGroup intend to discuss
with management of the Issuer the business operations of the Issuer
and EastGroup's possible interest in a negotiated business combination
transaction between the Issuer and EastGroup. EastGroup has not yet
formulated a definitive proposal with respect to any possible business
combination, and any proposal will depend upon the reaction of
management of the Issuer to EastGroup's suggestions, EastGroup's
detailed evaluation of the Issuer's assets, the Issuer's financial
position, real estate and securities market conditions, and other
relevant factors.
EastGroup presently intends to make additional purchases of Shares in
open market or in privately negotiated transactions. Any such
purchases will depend upon its evaluation of its investment, the
amounts of Shares available for purchase, Share prices and other
relevant circumstances. EastGroup intends to review its investment in
the Issuer on a continuing basis and may decide to sell Shares or to
change the purpose or purposes for which it holds Shares. Any such
actions will depend upon EastGroup's continuing evaluation
Page 4 of 7 Pages
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of the Issuer's business, financial condition and prospects,
the actions of management and the Board of Directors of the Issuer,
real estate and securities market conditions, and other future
developments.
Except as described in this Statement, the Reporting Persons do
not have any present plans or proposals that relate to or would result
in: (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (ii) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (iii) any change in the
present Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (iv) any material change in
the present capitalization or dividend policy of the Issuer; (v) any
other material change in the Issuer's business or corporate structure;
(vi) changes in the Issuer's Certificate of incorporation, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (vii) causing
a class of securities of the Issuer to cease to be listed on a
national securities exchange; (viii) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (ix) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
---------------------------------
(i) SHARE OWNERSHIP. As of the date hereof, EastGroup beneficially
owns 187,000 Shares, or 5.22% of the outstanding Shares. The
percentage is based upon the number of Shares indicated as
outstanding in the Issuer's Form 10-K for the year ended December
31, 1994 (3,584,350). No other Reporting Person beneficially
owns Shares.
(ii) RECENT TRANSACTIONS. On April 17, 1995, EastGroup purchased
187,000 Shares in a privately negotiated transaction at a
purchase price of $10.00 per Share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
None.
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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: April 26, 1995
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
---------------------------------
David H. Hoster II
President
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ATTACHMENT A
ITEM 2. Identity and Background.
------------------------
<TABLE>
<CAPTION>
Trustees and Executive Officers of
----------------------------------
EastGroup Properties
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Present Principal Occupation
Name Position and Address
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<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
</TABLE>
___________________
*This individual's address is 300 One Jackson Place, 188 East Capitol Street,
Jackson, MS 39201.
Page 7 of 7 Pages
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