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FORM 8-B
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
EASTGROUP PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 13-2711135*
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(State of incorporation or organization) (IRS Employer ID No.)
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, New York Stock Exchange
$0.0001 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
*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.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Registration Statement on Form 8-B is filed to register the
securities of EastGroup Properties, Inc., a Maryland corporation (the
"Registrant").
Item 1. General Information.
The Registrant was incorporated under the laws of the State of Maryland
on April 4, 1997. The Registrant's fiscal year-end is the twelve-month period
ending December 31 of each year.
Item 2. Transaction of Succession.
The predecessor company, EastGroup Properties, a Maryland real estate
investment trust (the "Predecessor"), had securities registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934 at the time of succession.
Pursuant to an Agreement and Plan of Merger dated as of April 23, 1997
(the "Merger Agreement") between the Registrant and the Predecessor, on June 5,
1997 the Predecessor merged (the "Merger") with and into the Registrant, the
separate existence of the Predecessor ceased, and the Registrant was the
surviving entity of the Merger. The Registrant possesses all the property,
rights, privileges and powers, and is subject to all of the liabilities,
obligations and duties of the Predecessor.
Upon consummation of the Merger, each issued and outstanding share of
beneficial interest in the Predecessor was converted into one share of common
stock, par value $0.0001 per share, of the Registrant (the "Common Stock").
Item 3. Securities to be Registered.
The Registrant has authorized 70,000,000 shares of Common Stock, of
which 12,674,234 shares were issued and outstanding as of June 2, 1997. None of
these securities are issued and held for the account of the Registrant.
Item 4. Description of Registrant's Securities to be Registered.
The capital stock of the Registrant to be registered on the New York
Stock Exchange, Inc. is the Registrant's Common Stock. The total number of
shares of capital stock of all classes the Registrant is authorized to issue is
100,000,000, initially classified as (i) 70,000,000 shares of Common Stock and
(ii)30,000,000 shares of excess stock, par value $0.0001 per share. The Board of
Directors of the Registrant is authorized by the Articles of Incorporation to
classify or reclassify any unissued shares of the capital stock of the
Registrant, by setting, altering or
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eliminating the designation, preferences, conversion or other rights, voting
powers, qualifications and terms and conditions of redemption of, limitations as
to dividends and any other restrictions on, such capital stock. The power of the
Board of Directors to classify and reclassify any of the shares of capital stock
includes the authority to classify or reclassify such shares into a class of
preferred stock.
Pursuant to the provisions of the Articles of Incorporation, if a
transfer of stock occurs such that any person would own, beneficially or
constructively, in excess of 9.8 percent of the outstanding capital stock of the
Registrant (excluding shares of excess stock), then such amount in excess of the
9.8 percent limit shall automatically be converted into shares of excess stock
and any such transfer will be void ab initio. However, such restrictions will
not prevent the settlement of a transaction entered into through the facilities
of any interdealer quotation system or national securities exchange upon which
shares of capital stock of the Registrant are traded. Notwithstanding the prior
sentence, certain transactions may be settled by providing shares of excess
stock.
The holders of shares of Common Stock are entitled to one vote on all
matters to be voted upon by the stockholders. The holders of shares of Common
Stock have no cumulative voting rights. Additionally, subject to the rights of
holders of preferred stock, holder of shares of Common Stock are entitled to
receive such dividends as may be declared from time to time by the directors out
of funds legally available therefor. The holders of shares of excess stock have
no voting rights or dividend rights and shares of excess stock are not
transferrable.
Item 5. Financial Statements and Exhibits.
Pursuant to Part (a) of the Instructions as to Financial Statements, no
financial statements are required to be filed with this Form 8-B. Listed below
are the exhibits filed as part of this Form 8-B.
Exhibit
Number Description of Exhibit
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1. Registrant's Registration Statement on Form S-4
filed with the Commission on April 4, 1997 (No.
333-24563), as amended (the "1933 Act Registration
Statement"), is hereby incorporated by this
reference.
2. Agreement and Plan of Merger dated as of April 23,
1997 by and between Predecessor and Registrant.
Incorporated by reference to Exhibit 2(a) of the
1933 Act Registration Statement.
3. Registrant's Articles of Incorporation. Incorporated
by reference to Appendix B of the 1933 Act
Registration Statement.
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4. Registrant's Bylaws. Incorporated by reference to
Appendix C of the 1933 Act Registration Statement.
5. Registrant's Current Report on Form 8-K filed with
the Commission on June 5, 1997 is hereby
incorporated by this reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant 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 5, 1997.
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
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N. Keith McKey
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
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