EASTGROUP PROPERTIES INC
S-3DPOS, 1997-06-30
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
   
As filed with the Securities and Exchange Commission on June 30, 1997
                                                       Registration No. 33-64819
    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

   
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
    
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ---------------------------
   
                           EASTGROUP PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

                  Maryland                                13-2711135*
    
        (State or other jurisdiction                   (I.R.S. Employer
      of incorporation or organization)                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. [ ]

   
*    I.R.S. Employer Identification Number of EastGroup Properties, the
     predecessor to the Registrant prior to the Reorganization described in
     Registration Statement No. 333-24563.
    

================================================================================




<PAGE>   2

   


                           EASTGROUP PROPERTIES, INC.

                         DISTRIBUTION REINVESTMENT PLAN
                     1,700,000 SHARES OF BENEFICIAL INTEREST

     EastGroup Properties, Inc. (formerly EastGroup Properties) ("EastGroup"),
registered hereunder 1,700,000 shares of beneficial interest to be issued
pursuant to EastGroup's Distribution Reinvestment Plan. EastGroup sold 127,535
shares of beneficial interest hereunder. EastGroup hereby deregisters 1,572,465
shares of beneficial interest covered hereby.

    


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<PAGE>   3



                                   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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Jackson, State of
Mississippi on June 27, 1997.

                               EASTGROUP PROPERTIES, INC.

                               By:  /s/David H. Hoster II
                                  --------------------------
                                    David H. Hoster II, President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
indicated on June 27, 1997.

<TABLE>
<CAPTION>
             Name                         Title
             ----                         -----
<S>                           <C>                                      <C>
                                                                     _       
Leland R. Speed               Chairman and Chief Executive            |   
                              Officer (Principal Executive            |   
                              Officer)                                |   
                                                                      |   
N. Keith McKey                Executive Vice President, Chief         |   
                              Financial Officer and Secretary         |   
                                                                      |   
Diane W. Hayman               Controller (Principal                   |     /s/David H. Hoster II    
                              Accounting Officer)                     |     ----------------------   
                                                                      |--   David H. Hoster II,      
Alexander G. Anagnos          Director                                |     Individually and as      
                                                                      |     Attorney-in-Fact         
H.C. Bailey, Jr.              Director                                |                                   
                                                                      |                                   
David H. Hoster II            President and Director                  |                                   
                                                                      |                                   
Harold B. Judell              Director                                |                                   
                                                                     _|   
David M. Osnos                Director                                      
                                                                            
John N. Palmer                Director                                     
                                                                             
</TABLE>
    


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