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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
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) (I.R.S. Employer
Identification No.)
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-29193.
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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9.00% Series A Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value $.0001 per
share
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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A description of the 9.00% Series A Cumulative Redeemable
Preferred Stock, par value $.0001 per share ("Series A Preferred
Stock"), of EastGroup Properties, Inc. (the "Company") shall be
contained in a subsequently filed Rule 424(b) Prospectus Supplement,
which supplements the Prospectus contained in the Company's
Registration Statement on Form S-3 (File No. 333-29193), which became
effective on June 23, 1997. Such Prospectus Supplement shall be
deemed to be incorporated herein by reference for all purposes.
Item 2. Exhibits.
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The securities described herein are to be registered on the New
York Stock Exchange, on which other securities of the Company are
registered. Accordingly, the following exhibits, required to be filed
herewith in accordance with the Instructions as to Exhibits to Form 8-
A, have been duly filed with the New York Stock Exchange:
(1) Articles Supplementary of the Company relating to the 9.00% Series A
Cumulative Redeemable Preferred Stock of the Company.
(2) Articles of Incorporation of the Company. (Incorporated by reference
to Appendix B to the Company's Proxy Material for its Annual Meeting
of Stockholders held on June 5, 1997).
(3) Bylaws of the Company. (Incorporated by reference to Appendix C to
the Company's Proxy Material for its Annual Meeting of Stockholders
held on June 5, 1997).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
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N. Keith McKey
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
DATED: June 12, 1998
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EASTGROUP PROPERTIES,INC.
Articles Supplementary
EASTGROUP PROPERTIES, INC., a Maryland corporation, having its
principal office in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article V, Section 3 of the Charter of the
Corporation, the Board of Directors has duly reclassified 1,725,000 shares of
the Common Stock, par value $.0001 per share, of the Corporation into 1,725,000
shares of a class designated as 9.00% Series A Cumulative Redeemable Preferred
Stock, par value $.0001 per share, of the Corporation ("Series A Preferred
Stock") and has provided for the issuance of such shares.
SECOND: The reclassification increases the number of shares
classified as Series A Preferred Stock from no shares immediately prior to the
reclassification to 1,725,000 shares immediately after the reclassification.
The reclassification decreases the number of shares classified as Common Stock,
par value $.0001 per share, from 70,000,000 shares immediately prior to the
reclassification to 68,275,000 shares immediately after the reclassification.
THIRD: Subject in all cases to the provisions of Article V of the
Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Series A Preferred Stock of the Corporation:
1. Designation and Amount.
The designation of Series A Preferred Stock described in Article
FIRST hereof shall be 9.00% Series A Cumulative Redeemable Preferred Stock, par
value $.0001 per share. The number of shares of Series A Preferred Stock to be
authorized shall be 1,725,000.
2. Dividends and Distribution Provisions.
(a) Subject to the rights of series of Preferred Stock which may
from time to time come into existence, holders of Series A Preferred Stock shall
be entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative preferential
cash dividends at the rate of 9.00% per annum of the Liquidation Preference (as
hereinafter defined) per share (equivalent to a fixed amount of $2.25 per
share). Such dividends shall be cumulative from the date of original issue and
shall be payable quarterly in arrears on or before the 15th day of each of
January, April, July and October or, if not a business day, the next succeeding
business day (each, a
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"Distribution Payment Date"). The first dividend, which will be due on July 15,
1998, will be for less than a full quarter. Such first dividend and any dividend
distribution payable on Series A Preferred Stock for any partial distribution
period will be computed on the basis of a 360-day year consisting of twelve 30-
day months. Distributions will be payable to holders of record as they appear in
the records of the Corporation at the close of business on the last business day
of March, June, September and December, respectively, or on such date designated
by the Board of Directors of the Corporation for the payment of distributions
that is not more than 30 nor less than 10 days prior to such Distribution
Payment Date (each, a "Distribution Record Date").
(b) Dividends on Series A Preferred Stock will accrue whether or not
the Corporation has earnings, whether or not there are funds legally available
for the payment of such distributions and whether or not such distributions are
declared. No interest, or sum of money in lieu of interest, shall be payable in
respect of any distribution payment or payments on Series A Preferred Stock
which may be in arrears.
(c) If, for any taxable year, the Corporation elects to designate as
"capital gain distributions" (as defined in Section 857 of the Internal Revenue
Code of 1986, as amended, or any successor revenue code or section (the "Code"))
any portion (the "Capital Gains Amount") of the total distributions (as
determined for federal income tax purposes) paid or made available for the year
to holders of all classes of capital stock (the "Total Distributions"), then the
portion of the Capital Gains Amount that shall be allocable to holders of Series
A Preferred Stock shall be in the same portion that the Total Distributions paid
or made available to the holders of Series A Preferred Stock for the year bears
to the Total Distributions.
(d) If any shares of Series A Preferred Stock are outstanding, no
full distributions (other than in shares of Common Stock or other capital stock
ranking junior to Series A Preferred Stock as to distributions and upon
liquidation) shall be declared or paid or set apart for payment on any shares of
series of Preferred Stock of the Corporation ranking, as to distributions, on a
parity with or junior to Series A Preferred Stock for any period unless full
cumulative distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payments on shares of Series A Preferred Stock for all past distribution periods
and the then current distribution period. When distributions are not paid in
full (or a sum sufficient for such full payment is not set apart) upon the
shares of Series A Preferred Stock and the shares of any other series of
Preferred Stock ranking on parity as to distributions with shares of Series A
Preferred Stock, all distributions declared upon shares of Series A Preferred
Stock and any other series of Preferred Stock ranking on a parity as to
distributions with Series A Preferred Stock shall be declared pro rata so that
the amount of distributions declared per share on Series A Preferred Stock and
such other series of Preferred Stock shall in all cases bear to each other the
same ratio that accrued distributions per share on Series A Preferred Stock and
such other series of Preferred Stock bear to each other.
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(e) Except as provided in Section 2(d), unless full cumulative
distributions on shares of Series A Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past distribution periods and the
then current distribution period, no distributions (other than in shares of
Common Stock or other capital stock ranking junior to Series A Preferred Stock
as to distributions and upon liquidation) shall be declared or paid or set aside
for payment or other distribution shall be declared or made upon the shares of
Common Stock or any other capital stock of the Corporation ranking junior to or
on a parity with Series A Preferred Stock as to distributions or upon
liquidation, nor shall any shares of Common Stock or any other capital stock of
the Corporation ranking junior to or on a parity with Series A Preferred Stock
as to distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any such capital stock) by the Corporation or
any affiliate or any person acting on behalf of the Corporation or any of its
affiliates (except by conversion into or exchange for other capital stock of the
Corporation ranking junior to Series A Preferred Stock as to distributions and
amounts upon liquidation or redemptions for the purpose of preserving the
Corporation's status as a REIT).
(f) Any distribution payment made on shares of Series A
Preferred Stock shall first be credited against the earliest accrued but unpaid
distribution due with respect to shares of Series A Preferred Stock which
remains payable.
3. Liquidation Rights.
(a) Subject to the rights of series of Preferred Stock which may
from time to time come into existence, upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, then,
before any distribution or payment shall be made to the holders of any shares of
Common Stock or any other class or series of capital stock of the Corporation
ranking junior to Series A Preferred Stock in the distribution of assets upon
any liquidation, dissolution or winding up of the affairs of the Corporation,
the holders of shares of Series A Preferred Stock shall be entitled to receive
out of assets of the Corporation legally available for distribution to
stockholders, liquidation distributions in the amount of the liquidation
preference of $25.00 per share, plus an amount equal to all distributions
accrued and unpaid thereon (the "Liquidation Preference"). Holders of Series A
Preferred Stock will be entitled to written notice of any event triggering the
right to receive such Liquidation Preference. After payment of the full amount
of the liquidating distributions to which they are entitled, the holders of
shares of Series A Preferred Stock will have no right or claim to any of the
remaining assets of the Corporation. In the event that, upon any such voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the available assets of the Corporation are insufficient to pay the
amount of the liquidation distributions on all outstanding shares of Series A
Preferred Stock and the corresponding amounts payable on all shares of other
classes or series of capital stock of the Corporation ranking on a parity with
Series A Preferred Stock in the distribution of assets upon any liquidation,
dissolution or winding up of the affairs of the Corporation ("Parity
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Stock"), then the holders of shares of Series A Preferred Stock and Parity Stock
shall share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
(b) A consolidation or merger of the Corporation with or into
any other entity or entities, or a sale, lease, conveyance or disposition of all
or substantially all of the assets of the Corporation or the effectuation by the
Corporation of a transaction or series of related transactions in which more
than 50% of the voting power of the Corporation is disposed of, shall not be
deemed to be a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.
4. Redemption.
(a) Shares of Series A Preferred Stock are not redeemable prior
to June 19, 2003, except that each share of Series A Preferred Stock is
redeemable as provided in Article V of the Charter of the Corporation. On and
after June 19, 2003, the Corporation at its option upon not less than 30 nor
more than 60 days' written notice, may redeem outstanding shares of Series A
Preferred Stock, in whole or in part, at any time or from time to time, for cash
at a redemption price of $25.00 per share, plus an amount equal to all
distributions accrued and unpaid thereon to the date fixed for redemption,
without interest. The redemption price of shares of Series A Preferred Stock
(other than the portion thereof consisting of accrued and unpaid distributions)
is payable solely out of proceeds from the sale of other capital stock of the
Corporation, which may include Common Stock, Preferred Stock, depositary shares,
interests, participations or other ownership interests in the Corporation
however designated (other than debt securities converted into or exchangeable
for capital stock) and any rights, warrants or options to purchase any thereof.
Holders of shares of Series A Preferred Stock to be redeemed shall surrender
such shares of Series A Preferred Stock at the place designated in such notice
and shall be entitled to the redemption price and any accrued and unpaid
distributions payable upon such redemption following such surrender. If fewer
than all of the outstanding shares of Series A Preferred Stock are to be
redeemed, the number of shares to be redeemed will be determined by the
Corporation and such shares may be redeemed pro rata from the holders of record
of such shares in proportion to the number of such shares held by such holders
(with adjustments to avoid redemption of fractional shares) or by lot in a
manner determined by the Corporation.
(b) Unless full cumulative distributions on all shares of Series
A Preferred Stock and Parity Stock shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past distribution periods and the then current
distribution period, no shares of Series A Preferred Stock or Parity Stock shall
be redeemed unless all outstanding shares of Series A Preferred Stock and Parity
Stock are simultaneously redeemed; provided, however, that the foregoing shall
not prevent redemption in accordance with Article V of the Charter of the
Corporation or the purchase or acquisition of shares of Series A Preferred Stock
or Parity Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares
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of Series A Preferred Stock or Parity Stock, as the case may be. Furthermore,
unless full cumulative distributions on all outstanding shares of Series A
Preferred Stock and Parity Stock have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past distribution periods and the then current distribution
period, the Corporation shall not purchase or otherwise acquire directly or
indirectly any shares of Series A Preferred Stock or Parity Stock (except by
conversion into or exchange for shares of capital stock of the Corporation
ranking junior to Series A Preferred Stock and Parity Stock as to distributions
and upon liquidation).
(c) Notice of redemption will be given by publication in a newspaper
of general circulation in the City of New York, such publication to be made once
a week for two successive weeks commencing not less than 30 nor more than 60
days prior to the redemption date. A similar notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each holder of record of shares of Series A Preferred Stock at the address shown
on the share transfer books of the Corporation. Each notice shall state: (i)
the redemption date; (ii) the number of shares of Series A Preferred Stock to be
redeemed; (iii) the redemption price per share; (iv) the place or places where
certificates for shares of Series A Preferred Stock are to be surrendered for
payment of the redemption price; and (v) that distributions on shares of Series
A Preferred Stock will cease to accrue on such redemption date. If fewer than
all shares of Series A Preferred Stock are to be redeemed, the notice mailed to
each such holder thereof shall also specify the number of shares of Series A
Preferred Stock to be redeemed from each such holder. If notice of redemption
of any shares of Series A Preferred Stock has been given and if the funds
necessary for such redemption have been set aside by the Corporation in trust
for the benefit of the holders of shares of Series A Preferred Stock so called
for redemption, then from and after the redemption date, distributions will
cease to accrue on such shares of Series A Preferred Stock, such shares of
Series A Preferred Stock shall no longer be deemed outstanding and all rights of
the holders of such shares will terminate, except the right to receive the
redemption price.
(d) The holders of shares of Series A Preferred Stock at the close of
business on a Distribution Record Date will be entitled to receive the
distribution payable with respect to such shares of Series A Preferred Stock on
the corresponding Distribution Payment Date notwithstanding the redemption
thereof between such Distribution Record Date and the corresponding Distribution
Payment Date or the Corporation's default in the payment of the distribution
due. Except as provided above, the Corporation will make no payment or
allowance for unpaid distributions, whether or not in arrears, on shares of
Series A Preferred Stock which have been called for redemption.
(e) Series A Preferred Stock will not be subject to any sinking fund
or mandatory redemption, except as provided in Article V of the Charter of the
Corporation.
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5. Voting Rights
(a) Except as indicated in this Section 5, or except as
otherwise from time to time required by applicable law, the holders of shares of
Series A Preferred Stock will have no voting rights.
(b) If six quarterly distributions (whether or not consecutive)
payable on shares of Series A Preferred Stock or any Parity Stock are in arrears
(a "Preferred Dividend Default"), whether or not earned or declared, the number
of directors then constituting the Board of Directors of the Corporation will be
increased by two, and the holders of shares of Series A Preferred Stock, voting
together as a class with the holders of shares of any other series of Parity
Stock (any such other series, the "Voting Preferred Stock"), will have the right
to elect two additional directors to serve on the Corporation's Board of
Directors at any annual meeting of stockholders or a properly called special
meeting by at least 20% of the holders of Series A Preferred Stock and such
other Voting Preferred Stock (unless such request is received less than 90 days
before the date fixed for the next annual or special meeting of stockholders)
until all such distributions have been declared and paid or set aside for
payment. A quorum for any such meeting shall exist if at least a majority of the
outstanding shares of Series A Preferred Stock and shares of Voting Preferred
Stock upon which like voting rights have been conferred and are exercisable are
represented in person or by proxy at such meeting. Such directors shall be
elected upon the affirmative vote of a plurality of the shares of Series A
Preferred Stock and such Voting Preferred Stock present and voting in person or
by proxy at a duly called and held meeting at which a quorum is present. If and
when all accumulated dividends and the dividend for the then current dividend
period on the Series A Preferred Stock shall have been paid in full or set aside
for payment in full, the holders thereof shall be divested of the foregoing
voting rights (subject to revesting in the event of each and every Preferred
Dividend Default) and, if all accumulated dividends and the dividend for the
then current period have been paid in full or declared and set aside for payment
in full on all series of Voting Preferred Stock upon which like voting rights
have been conferred and are exercisable, the term of office of each director so
elected shall terminate. The directors so elected shall each be entitled to one
vote per director on any matter.
(c) So long as any shares of Series A Preferred Stock remain
outstanding, the Corporation will not without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series A Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), (a) authorize or create, or increase the
authorized or issued amount of, any class or series of capital stock ranking
senior to the Series A Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up or
reclassify any authorized capital stock of the Company into such shares, or
create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (b) amend, alter or repeal
the provisions of the Corporation's Charter or the Articles Supplementary,
whether by merger, consolidation or otherwise (an "Event"), so as
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to materially and adversely affect any right, preference, privilege or voting
power of the Series A Preferred Stock or the holders thereof; provided, however,
with respect to the occurrence of any Event set forth in (b) above, so long as
the Series A Preferred Stock remains outstanding with the terms thereof
materially unchanged, taking into account that upon the occurrence of an Event
the Corporation may not be the surviving entity, the occurrence of any such
Event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of the Series A Preferred
Stock and provided further that (i) any increase in the amount of the authorized
Preferred Stock or the creation or issuance of any other series of Preferred
Stock, or (ii) any increase in the amount of authorized shares of such series,
in each case ranking on a parity with or junior to the Series A Preferred Stock
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
(d) Except as provided above and as required by law, the holders
of Series A Preferred Stock are not entitled to vote on any merger or
consolidation involving the Corporation, on any share exchange or on a sale of
all or substantially all of the assets of the Corporation.
6. Conversion.
The shares of Series A Preferred Stock are not convertible into
or exchangeable for any other property or securities of the Corporation, except
that each share of Series A Preferred Stock is convertible into Excess Stock as
provided in Article V of the Charter of the Corporation.
7. Status of Redeemed Stock.
In the event any shares of Series A Preferred Stock shall be
redeemed pursuant to Section 4 hereof, the shares so redeemed shall revert to
the status of authorized but unissued shares of Series A Preferred Stock
available for future issuance and reclassification by the Corporation.
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IN WITNESS WHEREOF, EASTGROUP PROPERTIES, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on June 12, 1998.
WITNESS: EASTGROUP PROPERTIES, INC.
/s/ N. Keith McKey By: /s/ David H. Hoster II
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N. Keith McKey, Secretary David H. Hoster II, President
THE UNDERSIGNED, President of EASTGROUP PROPERTIES, INC., who executed
on behalf of the Corporation the Articles Supplementary of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ David H. Hoster
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David H. Hoster II
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