<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FRANKLIN SELECT REALTY TRUST
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Series A
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(Title of Class of Securities)
354638-10-8
----------------------------------------------
(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)
June 8, 1998
----------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7(b) 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 9 Pages.
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<TABLE>
<CAPTION>
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CUSIP NO. 354638-10-8 PAGE 2 OF 9 PAGES
------------ SCHEDULE 13D ----- -----
- --------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EastGroup Properties, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 612,600
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 612,600
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
--------------------
This Statement relates to the shares of Common Stock, Series
A, without par value, stated value $10.00 per share
("Shares"), of Franklin Select Realty Trust, a California
corporation (the "Issuer"). The address of the Issuer's
principal executive offices is P.O. Box 7777, San Mateo,
California 94403-7777.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
This Statement is filed on behalf of EastGroup Properties,
Inc., a Maryland corporation ("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 directors and executive
officers of EastGroup is contained in Attachment A hereto,
which is incorporated herein by this reference. EastGroup and
its executive officers and directors 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 9 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
As of the date hereof, EastGroup has used approximately
$3,386,000 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
September 30, 1998 and bears interest at LIBOR plus 1.40%.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
EastGroup is an equity real estate investment trust ("REIT")
whose primary investment focus is industrial properties.
EastGroup operates so as to qualify as a REIT under Sections
856 through 860 of the Internal Revenue Code of 1986, as
amended. As a part of its investment strategy, EastGroup has
historically acquired securities issued by other REITs. In
certain instances, EastGroup's initial purchases of securities
of another REIT may be for investment purposes, while
EastGroup evaluates the issuer and its business. During this
review process, EastGroup may make a determination that it
desires to obtain 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.
EastGroup has acquired its Shares for investment, but is
currently evaluating the business and assets of the Issuer and
EastGroup's investment in Shares. After such evaluation,
EastGroup may determine to change the purpose or purposes for
which it has acquired Shares and may attempt to exert a
significant influence over the management and policies of the
Issuer. In connection with such evaluation, representatives of
EastGroup have from time to time met with representatives of
the Issuer to discuss the Issuer's business, assets,
operations and strategic plans. EastGroup may attempt to
contact the Issuer to further discuss such topics. Any future
actions by EastGroup with respect to the Issuer will depend
on, among other things, 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 may make additional purchases of Shares in open
market or 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. After EastGroup's review of its
investment in the Issuer, EastGroup may decide to sell Shares.
Any such purchases or sales of Shares will depend upon
EastGroup's continuing evaluation 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.
Page 4 of 9 Pages
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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) the acquisition of additional securities
or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries;
(iv) 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; (v) any material change in the present
capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate
structure; (vii) changes in the Issuer's Articles of
Incorporation, Bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of
the Issuer by any person; (viii) causing a class of securities
of the Issuer to be delisted from a national securities
exchange; (ix) 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 (x) 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 612,600 Shares, or 5.0% of the
outstanding Shares. The percentage is based upon the
number of Shares indicated as outstanding in the
Issuer's Form 10-Q for the quarter ended March 31,
1998 (12,250,374). No other Reporting Person
beneficially owns Shares.
(ii) RECENT TRANSACTIONS. EastGroup made the following
purchases of Shares in open market transactions on
the American Stock Exchange.
<TABLE>
<CAPTION>
Purchase Price Per
Date Number of Shares Share
---- ---------------- ------------------
<S> <C> <C> <C>
6/3/98 9,000 $6.8069
6/5/98 3,500 7.3678
6/8/98 100 7.3125
</TABLE>
Page 5 of 9 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
None.
Page 6 of 9 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: June 10, 1998
EASTGROUP PROPERTIES, INC.
By: /s/ David H. Hoster II
--------------------------------------
David H. Hoster II
Chief Executive Officer and President
Page 7 of 9 Pages
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ATTACHMENT A
------------
ITEM 2. Identity and Background.
------------------------
<TABLE>
<CAPTION>
Directors and Executive Officers of
-----------------------------------
EastGroup Properties, Inc.
--------------------------
Present Principal Occupation
Name Position and Address
---- -------- -----------
<S> <C> <C>
Alexander G. Anagnos Director Financial Advisor with W.R. Family
Associates, 122 East 42nd Street, 24th
Floor, New York, NY 10168.
H.C. Bailey, Jr. Director President of H.C. Bailey Company (real
estate development and investment),
P.O. Box 22704, Jackson, MS 39225
Fredric H. Gould Director General Partner of Gould Investors
L.P.; President of REIT Management Group, 60
Cutter Mill Road, Suite 303, Great Neck, NY
11021.
John N. Palmer Director Chairman of Mobile
Telecommunications Technologies
Corp., P.O. Box 2469, Jackson, MS
39225.
David M. Osnos Director Partner in the law firm of Arent, Fox,
Kintner, Plotkin & Kahn, 1050
Connecticut Avenue, NW, Washington,
D.C. 20036.
Leland R. Speed Chairman Chairman of the Board of Directors of
EastGroup Properties, Inc. and
Parkway Properties, Inc.*
David H. Hoster II Chief Executive Chief Executive Officer and President
Officer, President of EastGroup Properties, Inc.*
and Director
N. Keith McKey Executive Vice Executive Vice President, Chief
President, Chief Financial Officer, Treasurer and
Financial Officer, Secretary of EastGroup Properties,
Treasurer and Inc.*
Secretary
</TABLE>
Page 8 of 9 Pages
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<TABLE>
<CAPTION>
Present Principal Occupation
Name Position and Address
---- -------- -----------
<S> <C> <C>
Diane W. Hayman Vice President and Vice President and Controller of
Controller EastGroup Properties, Inc.*
Marshall W. Loeb Vice President Vice President of EastGroup Properties,
Inc.*
Jann W. Puckett Vice President Vice President of EastGroup Properties,
Inc.*
Stewart R. Speed Vice President Vice President of EastGroup Properties,
Inc.*
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<FN>
* This individual's address is 300 One Jackson Place, 188 East Capitol Street,
Jackson, MS 39201.
</FN>
</TABLE>
Page 9 of 9 Pages
