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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EASTGROUP PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction
of incorporation or organization)
13-2711135
(I.R.S. Employer
Identification No.)
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 354-3555
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DAVID H. HOSTER II, PRESIDENT
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 354-3555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
JOSEPH P. KUBAREK, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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Shares of Common Stock, $0.0001 par
value per share....................... 500,000 shares $19.50 $9,750,000 $2,955
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low sales prices of the
Registrant's shares of common stock, as reported on the New York Stock
Exchange, Inc. on June 11, 1997 which was $19.50.
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EASTGROUP PROPERTIES, INC.
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201
Dear Stockholder:
We are pleased to offer you the opportunity to reinvest your dividends from
shares of common stock of EastGroup Properties, Inc. The Dividend Reinvestment
Plan (the "Plan") is a simple, convenient and expense-free way to increase your
investment in EastGroup. Participation in the Plan is voluntary. You may join or
withdraw from the Plan at any time you choose. In addition, you may direct the
reinvestment of all or only a portion or your quarterly dividend.
Harris Trust and Savings Bank ("Harris"), will administer the Plan. As your
agent, Harris will purchase newly-issued shares with your dividends at the
then-current market prices. Participants will incur NO COMMISSIONS OR OTHER
CHARGES for purchases under the Plan.
Stockholders whose shares of common stock are registered in names other
than their own (for instance, in the name of a broker, bank nominee or other
record holder) must either arrange participation with the broker, bank nominee
or other record holder or have their shares of common stock transferred into
their own names.
The following is a summary of the Plan highlights:
- Opportunity to invest your dividends in shares of common stock of
EastGroup with no broker fee, service charges or other expenses for
purchases.
- Reinvest all or only a portion of your dividend.
- The price per share of common stock will be the average of the high
and low sales price on the cash dividend payment date.
- Even if you own shares of common stock in the name of a broker (for
instance, your shares are held in an account with a stock broker) you can
join the Plan.
- The Plan does not allow for sales of your shares or purchases
through voluntary contributions.
This Prospectus describes the features of the Plan and explains how it
works. Please give it your careful consideration. Should you decide to take
advantage of this Plan, simply fill out the enclosed authorization form and
return it to Harris in the envelope provided.
Sincerely,
LELAND R. SPEED SIGNATURE
Leland R. Speed
Chairman and Chief Executive Officer
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EASTGROUP PROPERTIES, INC.
DIVIDEND REINVESTMENT PLAN
500,000 SHARES OF COMMON STOCK
The Dividend Reinvestment Plan (the "Plan") of EastGroup Properties, Inc.
("EastGroup") provides owners of EastGroup's shares of common stock, $0.0001 par
value per share (the "Common Stock") with a convenient and economical way of
investing cash dividends in additional shares of Common Stock without payment of
any brokerage commission, service charge or other expense.
Participants in the Plan may:
-- have cash dividends on all of the shares of Common Stock owned by them
automatically reinvested, or
-- have cash dividends on less than all of such shares of Common Stock
automatically reinvested while continuing to receive the remainder of
their cash dividends.
Common Stock needed for the Plan will be purchased from EastGroup. The
price per share of Common Stock for the additional Common Stock purchased with
invested dividends will be the average of the high and low sales prices for
shares of Common Stock on the cash dividend payment date as reported in The Wall
Street Journal (or if The Wall Street Journal is not published on that date, as
reported in The New York Times or by any other appropriate method), (each such
source, the "Published Authority"), for New York Stock Exchange Composite
Transactions.
If a stockholder does not wish to participate in the Plan, such stockholder
will receive dividends, as declared, by check as usual.
This Prospectus relates to authorized and unissued shares of Common Stock
of EastGroup registered for purchase under the Plan.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is June 13, 1997.
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No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by EastGroup. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date of this
Prospectus.
AVAILABLE INFORMATION
EastGroup is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by EastGroup with the Commission in
accordance with the Exchange Act can be inspected and copied at prescribed rates
at the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information are
also available for inspection and copying at prescribed rates at the
Commission's regional offices in New York, New York (Seven World Trade Center,
13th Floor, New York, New York 10048) and in Chicago, Illinois (Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661-2511). The
Commission maintains a Web site (http://www.sec.gov) that also contains reports,
proxy statements and other information concerning EastGroup. In addition, the
shares of Common Stock are listed on the New York Stock Exchange and similar
information concerning EastGroup can be inspected and copied at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
EastGroup has filed with the Commission a registration statement (the
"Registration Statement"), of which this Prospectus is a part, under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other document which is
filed as an exhibit to the Registration Statement are not necessarily complete
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding EastGroup and the Common Stock,
reference is hereby made to the Registration Statement and such exhibits and
schedules which may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by EastGroup or its predecessor,
EastGroup Properties, with the Commission and are incorporated herein by
reference:
1. EastGroup Properties' Annual Report on Form 10-K for the year ended
December 31, 1996.
2. EastGroup Properties' Quarterly Report on Form 10-Q for the three-month
period ended March 31, 1997.
All reports and other documents subsequently filed by EastGroup pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in and to be a part of this Prospectus
from the date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in the Registration Statement containing this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information unless such exhibits are specifically
incorporated by reference in such information) will be provided without charge
to each person, including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request. Requests should be directed to
EastGroup Properties, Inc., Attention: Chief Financial Officer, 300 One Jackson
Place, 188 East Capitol Street, Jackson, Mississippi 39201; (601) 354-3555.
TABLE OF CONTENTS
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PAGE
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THE COMPANY........................................................................... 4
DESCRIPTION OF THE PLAN............................................................... 4
USE OF PROCEEDS....................................................................... 11
LEGAL OPINIONS........................................................................ 11
EXPERTS............................................................................... 11
INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................. 11
</TABLE>
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Unless the context otherwise required, all references in this Prospectus to
"EastGroup" shall mean EastGroup Properties, Inc. and its subsidiaries on a
consolidated basis or, where the context so requires, EastGroup Properties, Inc.
only, and, as the context may require, their predecessors.
THE COMPANY
EastGroup is a self-administered real estate investment trust ("REIT")
which focuses on the ownership, acquisition and selective development of
industrial properties primarily in major Sunbelt markets, with an emphasis on
the states of Florida, Texas, Arizona and California. At March 31, 1997
EastGroup's portfolio included 28 industrial properties comprising over
4,950,000 square feet of leasable space, as well as four office buildings
containing approximately 569,000 square feet of leasable space. As of March 31,
1997, the industrial portfolio was 97% leased and the office portfolio was 90%
leased.
EastGroup was incorporated under the laws of the State of Maryland on April
4, 1997. Formed as a wholly-owned subsidiary of EastGroup Properties ("Parent"),
a Maryland REIT organized in 1969, EastGroup merged with Parent on June 5, 1997
(the "Merger"), pursuant to the Agreement and Plan of Merger dated April 23,
1997 by and between EastGroup and Parent. As a result of the Merger, EastGroup
succeeded to the business and operations of Parent.
EastGroup's principal executive offices are located at 300 One Jackson
Place, 188 East Capitol Street, Jackson, Mississippi 39201-2195. Its telephone
number is (601) 354-3555.
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a summary description of the
provisions of the Dividend Reinvestment Plan (the "Plan") of EastGroup.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of Common Stock with a convenient and economical way of reinvesting cash
dividends in new shares of Common Stock at a price equal to market value without
payment of any brokerage commission, service charge or other expense. Since new
shares of Common Stock will be purchased from EastGroup, EastGroup will receive
additional funds which will be used to make future acquisitions, to finance
capital improvements to EastGroup's properties, to repay indebtedness and for
working capital purposes.
ADVANTAGES
2. What are the advantages of the Plan? Participants in the plan
("Participants"), may purchase Common Stock quarterly with cash dividends on all
or part of the Common Stock owned of record or beneficially by them. (See
Questions 4 and 5 for information on who is eligible to participate and how to
participate.) The price of the Common Stock purchased with cash dividends will
be one hundred percent of the market price (determined as set forth in the
response to Question 12).
Participants are not required to pay any brokerage commission, service
charge or other expense in connection with purchases under the Plan. Full
reinvestment of funds is possible under the Plan because the Plan permits
fractions of shares of Common Stock, as well as full shares of Common Stock, to
be purchased for Participants. In addition, dividends on such fractions, as well
as on full shares of Common Stock, will be
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used to purchase additional shares of Common Stock for Participants.
Participants also avoid the necessity for safekeeping certificates representing
the shares of Common Stock credited to their accounts and have increased
protection against loss, theft or destruction of such certificates. Furthermore,
underlying certificates for shares of Common Stock already owned may be
deposited by Participants for safekeeping as more fully explained in the answer
to Question 17. Regular statements will provide Participants with a record of
each transaction. All Common Stock purchases by reinvestment of dividends will
be credited to the Participant's account representing certificated and
non-certificated shares of Common Stock subject to the Plan (the "Plan
Account").
ADMINISTRATION
3. Who administers the Plan? The dividend reinvestment agent, which is
currently Harris Trust and Savings Bank (the "Agent"), administers the Plan for
Participants, keeps records, sends statements of account to Participants and
performs other duties relating to the Plan. Shares of Common Stock purchased
under the Plan will be registered in the Participant's name and will be credited
to the Participant's Plan Account.
ELIGIBILITY AND PARTICIPATION
4. Who is eligible to participate? All holders of record of shares of
Common Stock are eligible to participate in the Plan. Beneficial owners whose
shares of Common Stock are registered in names other than their own (for
instance, in the name of a broker, bank nominee or other record holder) must
either arrange participation with the broker, bank nominee or other record
holder or have their shares of Common Stock transferred into their own names.
EastGroup reserves the right to refuse to permit a broker, bank nominee or other
record holder to participate in the Plan if the terms of such participation
would in EastGroup's judgment result in excessive cost or burden on EastGroup.
Stockholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that their
participation does not violate local laws governing such things as taxes,
currency and exchange controls, stock registration, foreign investments and
related matters.
5. How does an eligible stockholder become a Participant? In order to
participate in the Plan, an eligible stockholder must properly complete the
Authorization Form furnished by the Agent and return it to EastGroup Properties,
Inc., c/o Harris Trust and Savings Bank, 311 West Monroe Street, P.O. Box A3309,
Attention: Dividend Reinvestment Unit, Chicago, Illinois 60690. If the shares of
Common Stock of an eligible participant are registered in more than one name
(e.g., joint tenants, trustees, etc.), all registered holders must sign the
Authorization Form. An Authorization Form and postage-paid envelope are enclosed
with this Prospectus and additional forms may be obtained at any time by written
or oral request to EastGroup Properties, Inc., Attention: Chief Financial
Officer, 300 One Jackson Place, 188 East Capitol Street, Jackson, Mississippi
39201-2195.
6. What does the Authorization Form provide? The Authorization Form
provides for the purchase of additional shares of Common Stock through the
following investment options offered under the Plan:
Full Dividend Reinvestment -- Reinvest cash dividends on all shares of
Common Stock owned by a Participant at market price.
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Partial Dividend Reinvestment -- Reinvest cash dividends on less than all
of the shares of Common Stock owned by a Participant at market price and
continue to receive cash dividends on the other shares of Common Stock.
Cash dividends on shares of Common Stock credited to the Participant's Plan
Account are automatically reinvested to purchase additional shares of Common
Stock.
Stockholders who do not wish to participate in the Plan will receive cash
dividends, as declared, by check as usual.
7. Is partial participation possible under the Plan? A stockholder who
desires the dividends on only some full shares of Common Stock to be reinvested
under the Plan may indicate such number of shares of Common Stock on the
Authorization Form under "Partial Dividend Reinvestment." Cash dividends will
continue to be made on the remaining shares of Common Stock.
8. When may an eligible stockholder join the Plan? If an Authorization
Form specifying "Full or Partial Dividend Reinvestment" is properly completed
and received by the Agent on or before the record date established for the
payment of a particular dividend (the date of each such payment, a "Dividend
Payment Date"), reinvestment of dividends will commence with that dividend
payment. Dividend Payment Dates normally occur on a business day in the fourth
week of March, June, September and December. If the Authorization Form is
received by the Agent after the record date established for the payment of a
particular dividend, then the reinvestment of dividends will not begin until the
Dividend Payment Date following the next record date. Based on the current
dividend payment schedule, the dates by which a Participant's Authorization Form
should be received are shown below:
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TO INVEST DIVIDEND AUTHORIZATION FORM NORMALLY MUST BE
NORMALLY PAID DURING: RECEIVED BY THE RECORD DATE ON OR ABOUT:
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March March 15
June June 16
September September 16
December December 16
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COSTS
9. Are there any expenses to Participants in connection with purchases
under the Plan? Participants will incur no brokerage commissions, service
charges or other expenses for purchases made under the Plan. Participants will
be charged a $5.00 service fee in the event of the termination of his or her
account, requests for certificates and the safekeeping of certificates (see
Questions 13, 17, 18 and 19). Any other costs of administration of the Plan will
be borne by EastGroup.
PURCHASES
10. How many shares of Common Stock will be purchased for
Participants? The number of shares of Common Stock to be purchased will be
determined by the amount of the Participant's dividends being reinvested and the
price of the shares of Common Stock. Each Participant's Plan Account will be
credited with the number of shares of Common Stock, including fractional shares
of Common Stock computed to three decimal places, equal to the amount of the
dividends to be reinvested divided by the applicable purchase price.
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11. How are shares of Common Stock purchased under the Plan? At the
direction of EastGroup, shares of Common Stock needed for the Plan will be
purchased directly from EastGroup.
12. How will the purchase price of shares of Common Stock be
determined? The price of shares of Common Stock purchased with dividend
reinvested cash will be the average of the high and low sales prices of the
shares of Common Stock as reported in the Published Authority for New York Stock
Exchange Composite Transactions on the Dividend Payment Date or if Common Stock
is not traded on that day, on the next preceding day on which the Common Stock
has been traded.
13. Will certificates be issued to Participants for Common Stock purchased
under the Plan? Although EastGroup reserves the right at any time to issue
certificates for any number of shares of Common Stock in a Participant's Plan
Account, Common Stock purchased under the Plan will be credited to a
Participant's Plan Account and will be shown on a Participant's statement of
account as noncertificated shares of Common Stock. Certificates for the shares
of Common Stock purchased pursuant to the Plan will be issued to Participants
upon their written request for a fee of $5.00, except that no certificates will
be issued for fractional shares of Common Stock. A Participant requesting a
certificate for all the shares of Common Stock in such Participant's Plan
Account will receive cash for the fractional shares of Common Stock based on the
then market value of any fractional shares of Common Stock.
Dividends on any shares of Common Stock remaining in a Participant's Plan
Account after issuance of certificates will continue to be reinvested in
additional shares of Common Stock until participation in the Plan is terminated.
Dividends on shares of Common Stock represented by certificates will be paid by
check as usual unless and until the Participant submits an Authorization Form to
reinvest dividends on such shares of Common Stock. (See Question 16 for
instructions on certificate issuance and Questions 18 and 19 for information on
termination of participation in the Plan.)
REPORTS TO PARTICIPANTS
14. What kind of reports will be sent to Participants in the Plan? As soon
as practicable after each Dividend Payment Date, a Participant in the Plan will
receive a statement showing the total dividend, amount of the dividend
reinvested, the purchase price per share of Common Stock, the number of shares
of Common Stock purchased, the number of shares of Common Stock in the
Participant's Plan Account, the number of shares of Common Stock represented by
certificates held by the Participant and the total number of shares of Common
Stock owned by the Participant. THESE STATEMENTS ARE A CONTINUING RECORD OF THE
COST OF PURCHASES UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX PURPOSES. In
addition, each Participant will receive copies of EastGroup's annual and other
reports to stockholders, proxy statements and income tax information for
reporting dividends.
DIVIDENDS
15. Will Participants be credited with dividends on shares of Common Stock
held in their Plan Accounts? Participants enrolled in the Plan will have
dividends attributable to that number of their shares of Common Stock with which
they have elected to participate in the Plan as of the dividend record date
(including all shares of Common Stock in the Participant's Plan Account)
reinvested on the Dividend Payment Date in additional shares of Common Stock.
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STOCK CERTIFICATES
16. How may a Participant obtain certificates for Common Stock purchased
under the Plan? A Participant who has purchased shares of Common Stock under
the Plan may obtain certificates for those shares of Common Stock in such
Participant's Plan Account at any time by requesting the Agent in writing to
that effect. This notice should be mailed to EastGroup Properties, Inc., c/o
Harris Trust and Savings Bank, 311 West Monroe Street, P.O. Box A3309,
Attention: Dividend Reinvestment Unit, Chicago, Illinois 60690. No certificates
will be issued for fractional shares of Common Stock. A Participant requesting
certificates for all the noncertificated shares of Common Stock held in a Plan
Account will receive, in cash, the market value of any fractional shares of
Common Stock. EastGroup reserves the right at any time to issue certificates to
Participants for any shares of Common Stock in their Plan Accounts. (See
Questions 18 and 19 for information on termination of participation.)
17. May shares of Common Stock held in certificate form be deposited in a
Participant's Plan Account? Yes, whether or not the Participant has previously
authorized reinvestment of dividends with respect to those shares of Common
Stock deposited. However, dividends on shares of Common Stock evidenced by
certificates deposited in accordance with the Plan will automatically be
reinvested in Common Stock. The Participant should contact the Agent (see
Question 31) for the proper procedure to deposit certificates. Participants will
be charged $5.00 for each transaction involving the putting of one or more
certificates into safekeeping.
MODIFICATION OR TERMINATION BY A PARTICIPANT
18. How does a Participant change or terminate participation in the
Plan? A Participant may change his or her form of participation in the Plan
from partial to total dividend reinvestment, from total to partial dividend
reinvestment or may simply change the number of shares of Common Stock which are
enrolled in dividend reinvestment by executing and delivering a new
Authorization Form to the Agent (Harris Trust and Savings Bank, 311 West Monroe
Street, P.O. Box A3309, Attention: Dividend Reinvestment Unit, Chicago, Illinois
60690). A Participant may terminate participation in the Plan by notifying the
Agent in writing to that effect. Notices will be effective only upon receipt by
the Agent. Notices to change or discontinue dividend reinvestment received by
the Agent on or before any record date for dividend payment will be effective as
of that date. A service charge of $5.00 will be charged by the Agent and
deducted from the Participant's Plan Account in the event of termination by the
Participant of his or her participation in the Plan. In order to reenter the
Plan after termination, a stockholder must complete and submit a new
Authorization Form (see Question 5).
The Agent shall terminate the Participant's Plan Account upon receipt of
written notice of the Participant's death or adjudication of incompetency,
provided, however, in the event of any such notice, the Agent shall retain all
the shares of Common Stock in the Participant's Plan Account until the
Participant's legal representative has been appointed and furnished proof
satisfactory to the Agent of the legal representative's right to receive such
Common Stock.
19. What happens to the uncertificated shares of Common Stock held in the
Plan Account when a Participant terminates participation in the Plan? A
certificate for the shares of Common Stock held in the Plan Account will be
issued to the Participant upon the Participant's written request to the Agent.
No fractional shares of Common Stock will be issued. Participants will receive,
in cash, the market value of any fractional shares of Common Stock (see Question
16). A Participant will be charged a $5.00 service fee in the event of
termination (see Question 18).
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SALE OF COMMON STOCK
20. May a Participant request that shares of Common Stock held in a Plan
Account be sold? No. A Participant must terminate the account to the extent of
those shares of Common Stock he or she intends to sell and the Participant is
solely responsible for the sale of his or her shares of Common Stock. (See
Questions 18 and 19 for information on termination of participation.)
OTHER INFORMATION
21. What happens if EastGroup issues a stock dividend or declares a stock
split? Any shares of Common Stock resulting from a stock dividend or from a
stock split with respect to shares of Common Stock subject to the Plan will be
added to the Participant's Plan Account.
22. How will a Participant's shares of Common Stock in a Plan Account be
voted at a meeting of stockholders? All of a Participant's shares of Common
Stock, both certificated and noncertificated, will be voted by such Participant.
For any meeting of stockholders, a Participant will be sent proxy material for
that meeting covering all of the shares of Common Stock which such Participant
owns on the record date for the meeting. A Participant may vote all of his or
her shares of Common Stock in person or by proxy.
23. Can a Participant draw checks or drafts against the Plan Account? The
Participant will have no right to draw checks or drafts against the
Participant's Plan Account or to give instructions to the Agent in respect of
any shares of Common Stock held therein except as expressly provided in the
Plan.
24. What are the federal income tax consequences of participation in the
Plan? In general, Participants will have the same federal income tax
consequences with respect to dividends on their shares of Common Stock, as any
other owner of shares of Common Stock. A Participant will be treated for federal
income tax purposes as having received on each Dividend Payment Date a taxable
dividend equal to the fair market value of the shares of Common Stock purchased
(i.e., the amount that would have been received as a cash dividend which was
used to purchase) plus the cash actually distributed (if any). In the case of
those foreign Participants whose dividends are subject to United States federal
income tax withholding, EastGroup will, to the extent permitted by law, apply an
amount equal to the dividends less the amount of tax required to be withheld to
the purchase of shares of Common Stock. The quarterly statements confirming
purchases made for foreign Participants will indicate the amount of tax
withheld. Participants in the Plan are urged to consult with their own tax
advisors for more specific information.
25. What provision is made for foreign Participants subject to income tax
withholding and other Participants subject to back-up withholding? In the case
of both foreign Participants who elect to have their dividends reinvested and
whose dividends are subject to United States income tax withholding and other
Participants who elect to have their dividends reinvested and who are subject to
"back-up" withholding under Section 3406(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), the Agent will invest in shares of Common Stock
an amount equal to such Participants' dividends less the amount of tax required
to be withheld. The quarterly statements confirming purchases made for such
Participants will indicate the net payment reinvested and the amount of federal
income tax withheld.
Under the "back-up" withholding rules of Section 3406(a)(1) of the Code,
EastGroup is required to withhold for United States income tax purposes 31% of
all dividend payments to a stockholder of EastGroup if: (i) such stockholder has
failed to furnish to EastGroup his or her taxpayer identification number
("TIN"), which for an individual is his or her social security number; (ii) the
Internal Revenue Service (the "Service") has notified EastGroup that the TIN
furnished by the stockholder is incorrect; (iii) the Service notifies
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EastGroup that back-up withholding should be commenced because the stockholder
has failed to properly report interest or dividends; or (iv) the stockholder has
failed to certify, under penalties of perjury, that he or she is not subject to
back-up withholding. Stockholders have previously been requested by EastGroup or
their broker to submit all information and certifications required in order to
exempt them from back-up withholding if such exemption is available to them.
26. What are the federal income tax consequences of participation in the
Plan by an IRA, Keogh Plan, 401(k) Plan, Simplified Pension Account or any
corporate employer-sponsored retirement plan? The tax consequences of
participation in the Plan by retirement plans differ from those outlined above
for individuals. Because the laws and regulations regarding the federal income
tax consequences of retirement plan participation are complex and subject to
change, a retirement plan considering such participation should consult with its
own retirement plan trustees, custodians or tax advisors for specific
information.
27. What is the responsibility of EastGroup under the Plan? Neither
EastGroup, the Agent nor any agent for either, in administering the Plan, is
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (i) arising out of the
failure to terminate a Participant's account upon such Participant's death prior
to receipt by the Agent of notice in writing of such death; (ii) with respect to
the prices and times at which shares of Common Stock are purchased for a
Participant; or (iii) with respect to any fluctuation in market value before or
after any purchase of shares of Common Stock. Neither the Agent, EastGroup nor
any agent for either shall have any duties, responsibilities or liabilities
except such as are expressly set forth in the Plan. Since EastGroup has
delegated responsibility for administering the Plan to the Agent, EastGroup
specifically disclaims any responsibility for any of the Agent's actions or
inactions in connection with the administration of the Plan. Neither the
directors, officers or stockholders of EastGroup shall have any personal
liability under the Plan.
The Participant should recognize that neither EastGroup nor the Agent can
provide any assurance of a profit or protection against loss on any shares of
Common Stock purchased under the Plan.
28. May the Plan be changed or discontinued? Although EastGroup hopes to
continue the Plan indefinitely, EastGroup reserves the right to suspend or
terminate the Plan at any time. EastGroup also reserves the right to make
modifications to the Plan. Participants will be notified of any suspension,
termination or modification of the Plan.
EastGroup is authorized to issue such interpretations, adopt such
regulations and take such action as it may deem reasonably necessary to
effectuate the Plan. Any action to effectuate the Plan taken by EastGroup or the
Agent in the good faith exercise of its judgment will be binding on
Participants.
29. Are there any limitations to EastGroup's obligations under the
Plan? EastGroup's obligation to offer, issue or sell its shares of Common Stock
under the Plan shall be subject to EastGroup's obtaining any necessary approval,
authorization and consent from any regulatory authorities having jurisdiction
over the issuance and sale of Common Stock. EastGroup may elect not to offer or
sell its shares of Common Stock under the Plan to stockholders residing in any
jurisdiction where, in the sole discretion of EastGroup, the burden or expense
of compliance with applicable blue sky or securities laws make that offer or
sale impracticable or inadvisable.
30. What law governs the Plan? The terms and conditions of the Plan and
its operation shall be governed by the laws of the State of Maryland.
10
<PAGE> 13
31. Who answers a Participant's questions or supplies information? Any
inquiries or correspondence about the Plan should be addressed as follows:
Harris Trust and Savings Bank, 311 West Monroe Street, P.O. Box A3504,
Attention: Communications Team, Chicago, Illinois 60690; telephone number
1-800-942-5909.
USE OF PROCEEDS
EastGroup will receive all proceeds from the sale of shares of Common Stock
since they will be purchased by the Agent from EastGroup. The proceeds from the
sale of shares of Common Stock will be used for general corporate purposes,
including, without limitation, the acquisition and development of real estate
properties, whether by acquisition of properties directly or through potential
business combination transactions, the repayment of debt and to fund working
capital requirements.
LEGAL OPINIONS
Certain legal matters will be passed upon for EastGroup by Jaeckle
Fleischmann & Mugel, LLP, Buffalo, New York.
EXPERTS
The consolidated financial statements of EastGroup as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, have been incorporated by reference in the Prospectus and Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
EastGroup's Articles of Incorporation, as amended, contain a provision
authorizing EastGroup to indemnify and hold harmless, to the fullest extent
permitted by Maryland law, directors and officers involved in an action, suit or
proceeding.
Section 2-418 of the Maryland General Corporation Law (the "Indemnification
Statute"), the law of the state in which EastGroup is organized, empowers a
corporation, subject to certain limitations, to indemnify its officers and
directors against expenses, including attorneys' fees, judgments, penalties,
fines, settlements and expenses, actually and reasonably incurred by them in any
suit or proceeding to which they are parties unless the act or omission of the
director was material to the matter giving rise to the proceeding and was
committed in bad faith, or was the result of active and deliberate dishonesty,
or the director received an improper personal benefit or, with respect to a
criminal action or proceeding, the director had no reasonable cause to believe
the director's conduct was unlawful.
EastGroup has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized EastGroup to enter into an Indemnification
Agreement with each of the future directors and officers of EastGroup. The
Indemnification Statute permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. The Board of Directors has approved
and the stockholders have
11
<PAGE> 14
ratified the Indemnification Agreement, which is intended to provide
indemnification to the maximum extent allowable by, or not in violation of, or
offensive to, any law of the State of Maryland.
The Indemnification Agreement provides that EastGroup shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee") if he or
she was or is a party to or otherwise involved in any proceeding by reason of
the fact that he or she was or is a director or officer of EastGroup, or was or
is serving at its request in a certain capacity of another entity, against
losses incurred in connection with the defense or settlement of such proceeding.
This indemnification shall be provided to the fullest extent permitted by
Maryland law. This is similar to the indemnification provided by the
Indemnification Statute except that indemnification is not available to the
Indemnitee who is adjudged liable on the basis that a personal benefit was
improperly received or who pays any amount in settlement of a proceeding without
EastGroup's written consent.
12
<PAGE> 15
======================================================
EASTGROUP PROPERTIES, INC.
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2292
PHONE: (601) 354-3555
------------------------
AGENT FOR PARTICIPANTS
HARRIS TRUST AND SAVINGS BANK
ATTENTION: COMMUNICATIONS TEAM
311 WEST MONROE STREET
P.O. BOX A3504
CHICAGO, ILLINOIS 60690
PHONE: 1-800-942-5909
------------------------
CONTENTS FOR PROSPECTUS
<TABLE>
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 3
The Company............................. 4
Description of the Plan................. 4
Use of Proceeds......................... 11
Legal Opinions.......................... 11
Experts................................. 11
Indemnification of Directors and
Officers.............................. 11
</TABLE>
======================================================
======================================================
EASTGROUP PROPERTIES, INC.
------------------------
COMMON STOCK
------------------------
PROSPECTUS
DATED: JUNE 13, 1997
------------------------
DIVIDEND REINVESTMENT
PLAN
======================================================
<PAGE> 16
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering contemplated by this Registration Statement:
<TABLE>
<CAPTION>
ITEM AMOUNT
--------------------------------------------------------------------------- -------
<S> <C>
SEC Registration Fee....................................................... $ 2,955
New York Stock Exchange Listing Fee........................................ 0
Blue Sky Fees and Expenses................................................. 0
Printing and Engraving Costs............................................... 8,000
Accounting Fees and Expenses............................................... 1,000
Legal Fees and Expenses.................................................... 8,000
Miscellaneous.............................................................. 5,045
-------
TOTAL.................................................................... $25,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
EastGroup's Articles of Incorporation, as amended, contain a provision
authorizing EastGroup to indemnify and hold harmless, to the fullest extent
permitted by Maryland law, directors and officers involved in an action, suit or
proceeding.
Section 2-418 of the Maryland General Corporation Law (the "Indemnification
Statute"), the law of the state in which EastGroup is organized, empowers a
corporation, subject to certain limitations, to indemnify its officers and
directors against expenses, including attorneys' fees, judgments, penalties,
fines, settlements and expenses, actually and reasonably incurred by them in any
suit or proceeding to which they are parties unless the act or omission of the
director was material to the matter giving rise to the proceeding and was
committed in bad faith, or was the result of active and deliberate dishonesty,
or the director received an improper personal benefit or, with respect to a
criminal action or proceeding, the director had no reasonable cause to believe
the director's conduct was unlawful.
EastGroup has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized EastGroup to enter into an Indemnification
Agreement with each of the future directors and officers of EastGroup. The
Indemnification Statute permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. The Board of Directors has approved
and the stockholders have ratified the Indemnification Agreement, which is
intended to provide indemnification to the maximum extent allowable by, or not
in violation of, or offensive to, any law of the State of Maryland.
The Indemnification Agreement provides that EastGroup shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee") if he or
she was or is a party to or otherwise involved in any proceeding by reason of
the fact that he or she was or is a director or officer of EastGroup, or was or
is serving at its request in a certain capacity of another entity, against
losses incurred in connection with the defense or settlement of such proceeding.
This indemnification shall be provided to the fullest extent permitted by
Maryland law. This is similar to the indemnification provided by the
Indemnification Statute except that indemnification is not available to the
Indemnitee who is adjudged liable on the basis that a personal benefit was
improperly received or who pays any amount in settlement of a proceeding without
EastGroup's written consent.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ ---------------------------------------------------------------------------------
<C> <S>
5 Opinion of Jaeckle Fleischmann & Mugel, LLP (filed herewith)
23(a) Consent of KPMG Peat Marwick LLP (filed herewith)
(b) Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by reference to Exhibit
5 hereto)
24 Powers of Attorney (contained on page II-3)
99 EastGroup Properties, Inc. Dividend Reinvestment Plan
</TABLE>
ITEM 17. UNDERTAKINGS.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF JACKSON, STATE OF MISSISSIPPI ON JUNE 12, 1997.
EASTGROUP PROPERTIES, INC.
By: /s/ DAVID H. HOSTER II
------------------------------------
David H. Hoster II
President and Director
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of David H. Hoster II and N. Keith
McKey his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform each such
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT AND THE FOREGOING POWERS OF ATTORNEY HAVE BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<S> <C> <C>
/s/ LELAND R. SPEED Chairman of the Board and Chief June 12, 1997
- ---------------------------------------- Executive Officer (Principal
Leland R. Speed Executive Officer)
/s/ DAVID H. HOSTER II President and Director June 12, 1997
- ----------------------------------------
David H. Hoster II
/s/ N. KEITH MCKEY Executive Vice President, Chief June 12, 1997
- ---------------------------------------- Financial Officer, Treasurer and
N. Keith McKey Secretary
/s/ DIANE W. HAYMAN Controller (Principal Accounting June 12, 1997
- ---------------------------------------- Officer)
Diane W. Hayman
/s/ ALEXANDER G. ANAGNOS Director June 12, 1997
- ----------------------------------------
Alexander G. Anagnos
/s/ H. C. BAILEY, JR. Director June 12, 1997
- ----------------------------------------
H. C. Bailey, Jr.
/s/ HAROLD B. JUDELL Director June 12, 1997
- ----------------------------------------
Harold B. Judell
/s/ DAVID M. OSNOS Director June 12, 1997
- ----------------------------------------
David M. Osnos
/s/ JOHN N. PALMER Director June 12, 1997
- ----------------------------------------
John N. Palmer
</TABLE>
II-3
<PAGE> 1
JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432
JUNE 12, 1997
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
Re: EastGroup Properties, Inc.
Registration Statement on Form S-3
We have acted as counsel to EastGroup Properties, Inc. ("EastGroup"), a
Maryland corporation, in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), covering 500,000 shares of common stock, $0.0001 par
value per share, of EastGroup (the "Common Stock"), which Common Stock will be
sold pursuant to the terms and conditions of EastGroup's Dividend Reinvestment
Plan substantially in the form of EastGroup's Dividend Reinvestment Plan filed
as Exhibit 99 to the Registration Statement (the "Dividend Reinvestment Plan").
We have examined such corporate records of EastGroup and other documents as
we have deemed necessary and appropriate under the circumstances to furnish the
following opinions:
1. EastGroup is a corporation duly organized and validly existing under the
laws of the State of Maryland.
2. When the Registration Statement has become effective under the
Securities Act of 1933, as amended, and the Common Stock has been sold and
delivered pursuant to the terms and conditions set forth in the Dividend
Reinvestment Plan, the Common Stock will be validly issued, fully-paid and
non-assessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and we further consent to any and all references to our
name therein.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP
Buffalo, New York - Rochester, New York
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Jackson, Mississippi
June 12, 1997
<PAGE> 1
EXHIBIT 99
DIVIDEND REINVESTMENT PLAN
1. DEFINITIONS
The following terms when used herein shall have the following definitions:
"Agent" shall mean any dividend reinvestment agent as from time to time may
be appointed by EastGroup as agent to administer the Plan. EastGroup has
appointed Harris Trust and Savings Bank, as Agent for the Plan.
"Authorization Form" shall mean such authorization form as EastGroup or the
Agent may from time to time or upon request furnish stockholders and which shall
be returned to the Agent by such stockholders to indicate their election to
participate in specified portions of the Plan.
"Dividend Payment Date" shall mean the date on which dividends are paid on
the Common Stock. These dates usually occur in the fourth week of March, June,
September and December.
"Investment Date" shall mean the same date as the Dividend Payment Date as
indicated above.
"New York Stock Exchange" shall mean the New York Stock Exchange, Inc. or
any successor institution on which the Common Stock is listed.
"Participant" shall mean any EastGroup stockholder who has returned a
properly completed Authorization Form to EastGroup or the Agent indicating
election to participate in any portion of the Plan and who has been enrolled in
that portion of the Plan by EastGroup.
"Plan" shall mean this Dividend Reinvestment Plan.
"Common Stock" shall mean shares of common stock, $0.0001 par value per
share, of EastGroup.
"EastGroup" shall mean EastGroup Properties, Inc.
2. PURPOSE
The purpose of this Plan is to enable EastGroup stockholders to have all or
part of their Common Stock dividends automatically reinvested in additional
shares of Common Stock of EastGroup. Because Common Stock acquired under the
Plan will be purchased directly from EastGroup, no brokerage commissions or
other fees will be incurred by Participants in making the purchases.
3. ELIGIBILITY FOR PARTICIPATION IN THE PLAN
All stockholders of record of Common Stock are automatically eligible to
participate in the Plan and may do so by completing and returning to EastGroup
or the Agent the Authorization Form furnished to them by EastGroup or the Agent.
Beneficial owners of shares of Common Stock which are registered in names other
than their own (e.g., in the name of a broker, bank or other nominee) who want
to participate, must either make appropriate arrangements with their broker,
bank or other nominee, or have their shares of Common Stock transferred into
their own names. Although the Common Stock is not registered in their own names,
EastGroup may permit participants in its employee benefits plan to participate
in the Plan on such terms and conditions as EastGroup may from time to time
establish for such purposes. EastGroup reserves the right to refuse to permit a
broker, bank or other nominee to participate in the Plan if the terms of such
participation would in EastGroup's judgment result in excessive cost or burden
on EastGroup.
4. ADMINISTRATION OF THE PLAN
The Agent shall administer the Plan and EastGroup shall pay all the costs
of such administration. The Agent will maintain records and perform such other
duties as may be required. In addition, the Agent will send to each Participant
(a) after each dividend reinvestment, a statement which will show the amount of
the dividend, the purchase price per share of Common Stock, the number of shares
of Common Stock purchased, the total number of certificated and noncertificated
shares of Common Stock owned by the Participant and the total number of shares
of Common Stock owned by the Participant, and (b) annual and other reports to
stockholders, proxy statements and income tax information for reporting
dividends. Common Stock purchased by a Participant through reinvested dividends
will be credited to the Participant's plan account. Upon request of the
Participant, the Agent will furnish certificates for shares of Common Stock in
the Participant's plan
<PAGE> 2
account. No certificates will be issued for fractional shares but the market
value thereof will be paid in cash to a requesting Participant.
The Agent will have the responsibility for furnishing certificates for
shares of Common Stock and any cash payment in lieu of fractional shares owned
by a Participant upon request or termination of participation by the
Participant.
5. REINVESTMENT OF DIVIDENDS
Participants may elect to have dividends on all or part of their Common
Stock automatically reinvested by completing the Authorization Form to that
effect and returning it to the Agent. Reinvestment of dividends shall commence
with dividends paid on the next Dividend Payment Date following receipt of the
Authorization Form provided it is received before the record date for the
dividend. Should an Authorization Form be received by the Agent on or after the
record date, dividend reinvestment will commence with the following dividend.
The price at which Common Stock shall be purchased by reinvested dividends on
each Dividend Payment Date shall be the average of the high and low sales prices
of the shares of Common Stock as reported in The Wall Street Journal for the New
York Stock Exchange Composite Transactions, on that Dividend Payment Date, or if
no such transactions are reported on such date, then on the next preceding date
when such shares of Common Stock have been sold. If The Wall Street Journal is
not published on a Dividend Payment Date, EastGroup may determine the price of
the Common Stock by reference to The New York Times or by any other appropriate
method.
6. CALCULATION OF COMMON STOCK PURCHASED
The number of shares of Common Stock purchased, including fractional shares
of Common Stock rounded to four decimal places, shall be determined by dividing
the amount of the dividends reinvested by the purchase price per share of Common
Stock.
7. MODIFICATION OR TERMINATION OF PARTICIPATION
Participants may modify participation in the dividend reinvestment portion
of the Plan by notifying the Agent in writing of the increased or decreased
number of shares of Common Stock with which they wish to participate.
Participants may terminate participation in the dividend reinvestment portion of
the Plan at any time by notifying the Agent in writing to that effect. Any
notice is effective only upon receipt. If such notice is received by the Agent
before any record date for dividend payment, the Agent will modify or terminate
the reinvestment of the Participant's dividends under the Plan as of that
Dividend Payment Date. In order to reenter the Plan after termination, the
stockholder must complete a new Authorization Form. Upon termination of
participation in the Plan, the Agent will send the Participant a certificate for
the Common Stock and cash for any fractional shares of Common Stock, as provided
herein.
The Agent shall terminate the Participant's plan account upon receipt of
written notice of the Participant's death or adjudication of incompetency,
provided, however, in the event of any such notice, the Agent shall retain all
Common Stock in the Participant's plan account until the Participant's legal
representative shall have been appointed and furnished proof satisfactory to the
Agent of the legal representative's right to receive such Common Stock.
8. TERMINATION FEE.
A service charge of $5.00 will be charged by the Agent and deducted from
the Participant's account in the event of termination by the Participant of his
or her participation in the Plan.
9. CERTIFICATES FOR PURCHASED COMMON STOCK
A stockholder who has purchased Common Stock under the Plan and wishes to
obtain certificates for those shares of Common Stock may do so by notifying the
Agent in writing to that effect. However, no certificate will be issued for
fractional shares of Common Stock. The market value of any fractional shares
will be paid in cash to a stockholder requesting a certificate for all his or
her noncertificated shares of Common Stock.
10. CERTIFICATE SAFEKEEPING
The Agent will provide certificate safekeeping. Participants will be
charged $5.00 for each transaction involving the putting of one or more
certificates into safekeeping.
<PAGE> 3
11. STOCK SPLITS OR STOCK DIVIDENDS
Any dividends of Common Stock resulting from stock splits or dividends will
be credited to a Participant's plan account.
12. VOTING
All Common Stock credited to a Participant's plan account under the Plan
shall be voted by the Participant. If on the record date for a meeting of
stockholders there are shares of Common Stock credited to the plan account of a
Participant, that Participant will be sent the proxy material for the meeting
and a proxy covering all of the Participant's Common Stock, including shares of
Common Stock credited to the Participant's plan account. If the Participant
returns an executed proxy to the Agent, the Common Stock will be voted as
directed with respect to all of Participant's shares of Common Stock (including
any fractional shares), or the Participant may vote all of the Common Stock in
person at the meeting. In the absence of any such direction or attendance at the
meeting, such Common Stock will not be voted by the Agent.
13. LIABILITY
Neither EastGroup, the Agent, nor any agent for either, in administering
the Plan, shall be liable for any act or failure to act taken in good faith,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's participation in the Plan upon the Participant's
death.
14. TAX
It is understood that the automatic reinvestment of dividends under this
Plan does not relieve the Participant of any income tax liability arising as a
result of such dividends. The Plan will report to each Participant the amount of
dividends credited to the Participant's account.
15. TERMINATION, SUSPENSION OR MODIFICATION
EastGroup reserves the right to modify, suspend or terminate the Plan at
any time by written instrument.
16. CHECKS OR DRAFTS
The Participant shall have no right to draw checks or drafts against the
Participant's plan account or to give instructions to the Agent in respect of
any shares of Common Stock held therein except as expressly provided herein.
17. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS
EastGroup's obligation to offer, issue or sell its Common Stock hereunder
shall be subject to EastGroup's obtaining any necessary approval, authorization
and consent from any regulatory authorities having jurisdiction over the
issuance and sale of the Common Stock. EastGroup may elect not to offer or sell
its Common Stock hereunder to stockholders residing in any jurisdiction where,
in the sole discretion of EastGroup, the burden or expense of compliance with
applicable blue sky or securities laws make that offer or sale impracticable or
inadvisable.
18. NOTICES
Any notice or request required or permitted to be given to the Agent by a
Participant shall be in writing and delivered to Harris Trust and Savings Bank,
Attention: Dividend Reinvestment Unit, 311 West Monroe Street, P.O. Box A3309,
Chicago, Illinois 60690, by first-class mail, postage prepaid. Notices to the
Participant may be given by the Agent by first-class mail, postage prepaid,
addressed to the Participant at his or her last known address as reflected by
the records of the Agent. The Participant agrees to notify the Agent promptly in
writing of any change of address.
19. GOVERNING LAW
This Plan shall be governed by and construed in accordance with the laws of
the State of Maryland.
