SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
EastGroup Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
277276101
(CUSIP Number)
Mr. Matthew W. Kaplan
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
September 27, 1999
(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 Rule
13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 7 Pages
13D
CUSIP No. 277276101
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Five Arrows Realty Securities II L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 3,181,920 (fn1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,181,920 (fn1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,181,920 (fn1)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 16.66% (fn1)
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Upon conversion of 2,800,000 shares of Series B Cumulative Convertible
Preferred Stock held by the reporting person, which are convertible into
Common Stock on a 1 for 1.1364 basis, subject to adjustment.
Page 2 of 7 pages
13D
CUSIP No. 277276101
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Rothschild Realty Investors IIA L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 3,181,920 (fn1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,181,920 (fn1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,181,920 (fn1)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 16.66% (fn1)
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Upon conversion of 2,800,000 shares of Series B Cumulative Convertible
Preferred Stock held by the reporting person, which are convertible into
Common Stock on a 1 for 1.1364 basis, subject to adjustment.
Page 3 of 7 Pages
Item 1. Security and Issuer
This statement on Schedule 13D ("Schedule 13D") is being filed
with respect to the common stock of beneficial interest, par value $.0001 per
share (the "Common Stock"), of EastGroup Properties, Inc., a Maryland real
estate investment trust (the "Company"), whose principal executive offices are
located at 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of (i) Five Arrows
Realty Securities II L.L.C., a Delaware limited liability company ("Five
Arrows") and (ii) Rothschild Realty Investors IIA L.L.C., a Delaware limited
liability company and sole Managing Member of Five Arrows ("Rothschild").
The reporting entities are making a joint filing pursuant to Rule
13d-1(k) because, by reason of the relationship as described herein, they may
be deemed to be a "group" within the meaning of Section 13(d)(3) with respect
to acquiring, holding and disposing of shares of Common Stock.
(b) The business address of each of the Five Arrows and Rothschild
is 1251 Avenue of the Americas, New York, New York 10020.
(c) Five Arrows is a private investment limited liability company.
The principal occupation of Rothschild is acting as managing member of Five
Arrows. The current Managers of Rothschild are John D. McGurck, Matthew W.
Kaplan, James E. Quigley, 3rd, and D. Pike Aloian.
(d) Neither of Five Arrows or Rothschild has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Neither Five Arrows or Rothschild has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as 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 a finding of any violation with respect to such laws.
Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases reported by Five Arrows herein
was Five Arrow's capital. The total amount of funds used by Five Arrows to
purchase the 2,800,000 shares of Series B Cumulative Convertible Preferred
Stock (the "Preferred Stock") reported herein was $68,600,000.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Preferred Stock by
Five Arrows reported herein is for investment. The acquisition of the
2,800,000 shares of Preferred Stock was made pursuant to an Investment
Agreement, dated as of September 25, 1998, between the Company and Five Arrows
(the "Investment Agreement").
Five Arrows intends to review its holdings with respect to the
Company on a continuing basis. Depending on Five Arrows' evaluation of the
Company's business and prospects, and upon future developments (including, but
not limited to, market prices of the shares of Common Stock and availability
and alternative uses of funds; as well as conditions in the securities markets
and general economic and industry conditions), Five Arrows may acquire other
securities of the Company; sell all or a portion of its shares of Preferred
Stock or other securities of the Company, now owned or hereafter acquired;
provided, however, that Five Arrows has agreed that prior to September 25,
2000, it shall not sell, transfer, convey, assign, pledge or hypothecate any
shares of the Preferred Stock or any shares of the Common Stock into which
such Preferred Stock is convertible.
As a result of the purchase of the shares of Preferred Stock and
pursuant to the Articles Supplementary of the Charter of the Company, Five
Arrows has the right to elect up to two members of the Board of Directors of
the Company. Five Arrows has elected D. Pike Aloian to the Board of Directors
of the Company and will elect the second member in due course.
Other than as described above, Five Arrows has no present plans or
proposals which relate to, or would result in, any of the matters enumerated
in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Five
Arrows may, at any time and from time to time, review or reconsider its
position with respect to the Company, and formulate plans or proposals with
respect to any such matters.
Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on December 23, 1999, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 2,800,000
shares of Preferred Stock, each of which is convertible at any time on a 1 for
1.1364 basis into Common Stock of the Company, subject to adjustment. Upon
the full conversion of the 2,800,000 shares of Preferred Stock, at the initial
conversion ratio, Five Arrows would own 3,181,920 shares of Common Stock, or
16.66% of the issued and outstanding shares of Common Stock (based on
15,917,917 shares of Common Stock outstanding as of November 10, 1999, as
reported in the Company's Form 10-Q for the quarterly period ended September
30, 1999). Rothschild, as sole managing member of Five Arrows, may be deemed
the beneficial owner of the 2,800,000 shares of Preferred Stock held by Five
Arrows.
(b) Five Arrows has the sole power to vote and dispose of the
shares of Preferred Stock owned by it reported herein, which power may be
exercised by Rothschild.
(c) Five Arrows completed the purchase of the 2,800,000 shares of
Preferred Stock from the Company on September 27, 1999 pursuant to the
Investment Agreement. In consideration for the 2,800,000 shares of Preferred
Stock, Five Arrows paid $24.50 per share for a total of $68,600,000.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Pursuant to the Articles Supplementary of the Company and the terms of
the Preferred Stock, Five Arrows has the right to require the Company to
redeem its shares of Preferred Stock at a premium upon the occurrence of
certain events. Additionally the Company has the right to redeem shares of
the Preferred Stock at a premium on or after January 1, 2004. Other than as
described herein, or the agreements described in the Exhibits attached
hereto, there are no contracts, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
or any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Page 6 of 7 Pages
ITEM 7. Material To Be Filed As Exhibits
Exhibit Number Description
99.1 Joint Acquisition Statement, as required
by Rule 13d-1(k) of the Securities
Exchange Act of 1934.
99.2 Investment Agreement, dated as of
September 25, 1998, between the Company
and Five Arrows (Incorporated by reference
to the Company's Current Report on Form 8-K,
filed on October 1, 1998).
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 27, 1999
FIVE ARROWS REALTY SECURITIES II L.L.C.
By: /s/ Matthew W. Kaplan
________________________
Matthew W. Kaplan
Manager
ROTHSCHILD REALTY INVESTORS IIA L.L.C.
By: /s/ Matthew W. Kaplan
________________________
Matthew W. Kaplan
Senior Vice President
Page 7 of 7 Pages
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D, as amended, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: December 27, 1999
FIVE ARROWS REALTY SECURITIES II L.L.C.
By: /s/ Matthew W. Kaplan
______________________
Matthew W. Kaplan
Manager
ROTHSCHILD REALTY INVESTORS IIA L.L.C.
By: /s/ Matthew W. Kaplan
________________________
Matthew W. Kaplan
Senior Vice President
Continued on next page
