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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. 8)*
COPLEY PROPERTIES, INC.
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 1996
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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. 8
TO
SCHEDULE 13D
COPLEY PROPERTIES, INC.
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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:]
As previously disclosed in Amendment No. 7 to this
Statement, EastGroup on November 15, 1995 made a preliminary
proposal to enter into a business combination transaction with
the Issuer. EastGroup's November 15, 1995 preliminary
proposal was made in accordance with the determination of the
Issuer's Board of Directors that it was in the best interest
of the Issuer's shareholders to gauge the market's interest in
acquiring the Issuer by soliciting merger or other acquisition
proposals for the Issuer. The Issuer's Board announced on
November 16, 1995 that it had received a number of preliminary
proposals, including EastGroup's. The Issuer provided
additional information to EastGroup and certain of the other
persons who made preliminary proposals and requested that each
make a final proposal for the merger or the acquisition of the
Issuer or its assets. On January 24, 1996, EastGroup
delivered a merger proposal to the Issuer, which proposal is
set forth as Exhibit VIII and incorporated herein by this
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[Item 7 of the Statement is hereby amended by the addition of
the following:]
VIII. Correspondence dated January 24, 1996 from EastGroup
to the Issuer.
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: January 24, 1996
EASTGROUP PROPERTIES
By: /s/ David H. Hoster II
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David H. Hoster II
President
Page 3 of 5 Pages
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EXHIBIT VIII
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EASTGROUP
PROPERTIES
January 24, 1996
Morgan Stanley Realty Incorporated
Attn: Christopher Niehaus
1585 Broadway, 37th Floor
New York, NY 10036
RE: Copley Properties, Inc. (the "Company")
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Dear Mr. Niehaus:
This letter is the proposal of EastGroup Properties ("EastGroup") to
engage in a merger with the Company (the "Merger"). This proposal is made in
accordance with your letter of January 10, 1996, as supplemented by your letter
of January 11, 1996 and the telephone conversation between David Bednar of your
office and Keith McKey of EastGroup on January 15, 1996.
Pursuant to the Merger, each share of the Company's common stock,
$1.00 par value (a "Company Share"), will be converted into a number of
EastGroup shares of beneficial interest, $1.00 par value ("EastGroup Shares"),
having a value of $15,60, based upon the Buyer Share Price (as hereinafter
defined); provided, however, that in the event the Company conveys its interest
in University Business Center Associates prior to the consummation of the
Merger and distributes the net proceeds thereof to its shareholders, each
Company Share will be converted into EastGroup Shares having a value of $12.00,
based upon the Buyer Share Price. "Buyer Share Price" means an amount equal to
the average of the closing sales price of EastGroup Shares on the New York
Stock Exchange for the 20 trading days immediately preceding the fifth trading
day prior to the effective time of the Merger; provided, however, that the
Buyer Share Price shall not be greater than $23.00 nor less than $20.50. In the
event the Buyer Share Price as calculated in accordance with the above formula
(i) is less than $20.50, It shall be deemed to equal $20.50 or (ii) is greater
than $23.00, it shall be deemed to equal $23.00. The above proposals assume
that EastGroup will be responsible for assuming, refinancing or otherwise
dealing with the Company's indebtedness outstanding as of the date of the
Merger.
The Company's shareholders will receive newly-issued EastGroup Shares
pursuant to the Merger. EastGroup has sufficient authorized but unissued
EastGroup Shares to complete the Merger.
Page 4 of 5 Pages
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Morgan Stanley Realty Incorproated
January 24, 1996
Page Two
We have enclosed herewith the January 11, 1996 draft of the Agreement
and Plan of Merger sent to us by Goodwin, Procter & Hoar, on which we have made
changes that make the Agreement and Plan of Merger acceptable to EastGroup.
Our proposal is subject to execution of a mutually acceptable Agreement and
Plan of Merger.
EastGroup's proposal is also subject to (i) EastGroup satisfying itself,
in its sole discretion, that neither the Company nor its successors and assigns
will be subject to any material liability as a result of the environmental
problems identified in the Environmental Assessment and Subsurface Evaluation
of Applied GeoScience dated July 28, 1995 with respect to the property at 17120
Kingsview Avenue, Carson, California and (ii) EastGroup's review and approval
of the Copley Disclosure Letter referred to in the Agreement and Plan of
Merger.
EastGroup's proposal shall terminate if not accepted by 10:00 A.M.,
Eastern Standard Time, on February 13, 1996.
If you should have any questions or wish to clarify any matter with
respect to EastGroup's proposal, please call David H. Hoster II or the
undersigned at (601) 354-3555.
Very truly yours,
EASTGROUP PROPERTIES
/s/ N. Keith McKey
N. Keith McKey
Chief Financial Officer
Page 5 of 5 Pages
