<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
ON
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 of (I.R.S. Employer
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)
EASTGROUP PROPERTIES, INC. 1991 DIRECTORS STOCK OPTION PLAN, AS AMENDED
EASTGROUP PROPERTIES, INC. 1994 MANAGEMENT INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
DAVID H. HOSTER II, CHIEF EXECUTIVE OFFICER AND PRESIDENT
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
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. [ ]
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. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Unit (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of common stock,
$0.0001 par value per
share......................... 1,146,277 shares $ 17.75 $ 20,346,417 $ 5,657
===========================================================================================================
</TABLE>
1. In compliance with Rule 457 of the Securities Act of 1933, as
amended, estimated solely for purposes of calculating the registration
fee on the basis of the average of the high and low sales price, as
reported on the New York Stock Exchange, of the common stock, on
November 19, 1999.
================================================================================
<PAGE> 2
PART I
In accordance with the instructional Note to Part 1 of Form
S-8 as promulgated by the Securities and Exchange Commission, the information
specified by Part 1 of Form S-8 has been omitted from this Registration
Statement on Form S-8 on Form S-3 for offers of shares of common stock of
EastGroup Properties, Inc. pursuant to the benefit plans referred to herein. The
documents containing the information required by Part I of the Registration
Statement will be sent or given to the plan participants. The prospectus filed
as part of this Registration Statement has been prepared in accordance with the
requirements of Form S-3 and may be used for reofferings and resales of
unregistered shares of common stock acquired pursuant to the benefit plans
referred to herein and for the reofferings and resales of registered shares of
common stock of EastGroup Properties, Inc. which may be issued in the future
upon the exercise of options granted under the benefit plans referred to herein.
<PAGE> 3
EASTGROUP PROPERTIES, INC.
RESALE PROSPECTUS
This prospectus is being used in connection with the offering
from time to time by our executive officers and directors (the "Selling
Stockholders") of our common stock which may be acquired upon the exercise of
stock options pursuant to our 1991 Directors Stock Option Plan, as amended (the
"1991 Plan") and our 1994 Management Incentive Plan, as amended (the "1994 Plan"
and together with the 1991 Plan, the "Plans").
The common stock issuable upon exercise of the options covered
by the Plans may be sold from time to time by any and all of the Selling
Stockholders or their transferees, for their own benefit. Such sales may be made
in open-market or privately-negotiated transactions which may involve
underwriters or bankers. We will not receive any of the proceeds from such sales
but we will bear certain expenses of registration of the common stock under
federal and state securities laws.
Our common stock is listed on the New York Stock Exchange
under the symbol "EGP." The closing price of our common stock as reported on the
NYSE on November 19, 1999 was $17 13/16 per share. Our common stock is subject
to certain restrictions on ownership and transfer designed to assist us in
maintaining our status as a real estate investment trust for federal income tax
purposes.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------
The date of this prospectus is November 22, 1999.
<PAGE> 4
No one (including any salesman or broker) is authorized to
provide oral or written information about this offering that is not included or
incorporated by reference in this prospectus. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy any securities to
any person in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of this document.
TABLE OF CONTENTS
Description Page
- ----------- ----
Forward-Looking Statements............................................ 3
Where You Can Find More Information................................... 4
Incorporation of Documents By Reference............................... 5
The Company........................................................... 6
Selling Stockholders.................................................. 6
Plan of Distribution.................................................. 9
Use of Proceeds....................................................... 9
Description of Capital Stock.......................................... 10
Legal Matters......................................................... 13
Experts............................................................... 13
2
<PAGE> 5
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
herein include forward-looking statements. We have based these forward-looking
statements on our current expectations, estimates and projections. Statements
that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements concern matters
that involve potential risks and uncertainties and, therefore, actual results
may differ materially. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed in this prospectus and the documents
incorporated by reference herein might not occur. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important facts that may affect these expectations, estimates
and projections include, but are not limited to the:
- effect of future events on our financial performance;
- risks associated with financing our future
acquisitions, such as the failure to obtain such
financing and trends in interest rates;
- risks associated with the leasing of our properties,
such as non-renewal or defaults;
- risks associated with our property acquisitions, such
as the difficulties in identifying properties to
acquire, difficulties in effecting acquisitions and
the lack of predictability with respect to financial
returns;
- risks associated with maintaining our status as a
real estate investment trust for federal income tax
purposes; and
- risks associated with real estate ownership, such as
changes in real estate and zoning laws and increases
in real property tax rates.
3
<PAGE> 6
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov. You can
also inspect reports and other information we file at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
We have filed a Registration Statement of which this
prospectus is a part and related exhibits with the SEC under the Securities Act
of 1933, as amended. The Registration Statement contains additional information
about us and the common stock. You may view the Registration Statement and
exhibits on the SEC's web site. Also, you may inspect the Registration Statement
and exhibits without charge at the SEC's public reference rooms and you may
obtain copies from the SEC at prescribed rates.
4
<PAGE> 7
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the
information we file with them, that means we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this
information.
We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until the Selling Stockholders sell
all the common stock.
- Our Annual Report on Form 10-K for the year ended
December 31, 1998.
- Our Quarterly Reports on Form 10-Q and Form 10-Q/A
for the three months ended March 31, 1999.
- Our Quarterly Report on Form 10-Q for the three
months ended June 30, 1999.
- Our Quarterly Report on Form 10-Q for the three
months ended September 30, 1999.
You may request a free copy of these filings (other than
exhibits, unless they are specifically incorporated by reference in the
documents) by writing or telephoning us at the following address and telephone
number:
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Attention: Chief Financial Officer
Telephone: (601) 354-3555
5
<PAGE> 8
THE COMPANY
We are a self-administered real estate investment trust
focused primarily on the ownership, acquisition and selective development of
industrial properties located in major Sunbelt markets throughout the United
States with a special emphasis in the States of California, Florida, Texas and
Arizona. As of November 1, 1999, our portfolio included properties in 11 states
containing approximately 16 million square feet of leasable space and industrial
properties under development or in initial lease-up containing approximately
800,000 square feet of leasable space. As of November 1, 1999, our industrial
portfolio (excluding the properties currently under development or in initial
lease-up) was 97% leased. We own most of our properties through EastGroup
Properties, L.P., of which a wholly-owned subsidiary is the general partner.
The address of our principal executive offices is 300 One
Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201-2195 and our
telephone number is (601) 354-3555.
SELLING STOCKHOLDERS
This prospectus relates to shares of common stock that may be
acquired by the Selling Stockholders upon the exercise of options granted
pursuant to the Plans. The address of each Selling Stockholder is c/o EastGroup
Properties, Inc., 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201.
The Selling Stockholders are executive officers and directors
of EastGroup. The following table sets forth the name of each Selling
Stockholder, his or her position(s) with us during the past three years, the
number of shares of common stock of each Selling Stockholder (i) owned of record
as of November 1, 1999 (prior to this offering), (ii) that are registered
hereunder, some or all of which shares may be sold pursuant to this prospectus,
and (iii) the number of shares of common stock and the percentage, if 1% or more
of the total class of common stock outstanding, to be beneficially owned by each
Selling Stockholder following this offering, assuming the exercise of all
options granted under the Plans and the sale of all shares of common stock
registered hereby acquired upon the exercise of such options. There is no
assurance that any of the Selling Stockholders will offer for sale or sell any
or all of the shares of common stock offered by them pursuant to this
prospectus.
6
<PAGE> 9
<TABLE>
<CAPTION>
Number of
Shares of
Number of Common Stock
Shares of Number of Number of Owned
Common 1994 Plan 1991 Plan Assuming Sale
Stock Owned Shares of Shares of of Shares of
Name and Position Held as of Common Common Common Stock
with EastGroup for the November 1, Stock to be Stock to be Registered
Past 3 Years (1) 1999 Registered Registered Hereunder
- -------------------------------- --------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Leland R. Speed................. 152,623 129,500 0 144,731
Chief Executive Officer
until 1997 and Chairman
David H. Hoster II.............. 68,112 (2) 206,500 0 46,327 (2)
Chief Executive Officer
since 1997, President and
Director
N. Keith McKey.................. 23,956 (3) 123,000 0 23,956 (3)
Executive Vice President,
Chief Financial Officer and
Secretary, Treasurer since
1997
Anthony J. Bruno................ 101,201 (4) 13,000 0 101,201 (4)
Senior Vice President since
1998
Marshall A. Loeb................ 14,040 43,000 0 2,040
Senior Vice President since
1998, Vice President from
1995 to 1998 and Asset
Manager
Stewart R. Speed................ 45,307 (5) 35,000 0 45,307 (5)
Senior Vice President since
1999, Vice President from
1997 to 1999
Eric C. Lopez................... 200 6,000 0 200
Vice President since 1999
Jann W. Puckett................. 480 31,925 0 480
Vice President
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
Number of
Shares of
Number of Common Stock
Shares of Number of Number of Owned
Common 1994 Plan 1991 Plan Assuming Sale
Stock Owned Shares of Shares of of Shares of
Name and Position Held as of Common Common Common Stock
with EastGroup for the November 1, Stock to be Stock to be Registered
Past 3 Years (1) 1999 Registered Registered Hereunder
- -------------------------------- --------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
D. Pike Aloian.................. 0 (6) 0 7,500 0 (6)
Director since 1999
Alexander G. Anagnos............ 0 0 18,750 0
Director
H.C. Bailey, Jr................. 19,352 (7) 0 21,000 19,352 (7)
Director
Fredric H. Gould................ 6,000 (8) 0 9,750 6,000 (8)
Director since 1998
David M. Osnos.................. 4,500 0 21,000 4,500
Director
John N. Palmer.................. 1,623 0 18,750 1,623
Director
</TABLE>
- ------------------------
(1) Unless otherwise stated, each individual has held the position
indicated for at least the past three years.
(2) Does not include 4,680 shares of common stock beneficially owned by Mr.
Hoster's wife and daughters, as to all of which he disclaims beneficial
ownership.
(3) Does not include 773 shares of common stock beneficially owned by Mr.
McKey's son, as to all of which he disclaims beneficial ownership.
(4) Includes 16,820 shares of common stock owned by the Ensign Property
Group Profit Sharing Plan for Mr. Bruno's benefit and 20,898 shares of
common stock owned by a trust of which Mr. Bruno is trustee.
8
<PAGE> 11
(5) Does not include 450 shares of common stock beneficially owned by Mr.
Speed's wife, as to all of which he disclaims beneficial ownership.
(6) 2,800,000 shares of our Series B Cumulative Convertible Preferred Stock
are held by Five Arrows Realty Securities II L.L.C. ("Five Arrows"), a
Delaware limited liability company of which Rothschild Realty Investors
IIA L.L.C. is the managing member, which has appointed Mr. Aloian,
among others, as manager of Five Arrows. Each share of Series B
Preferred Stock is convertible into 1.1364 shares of common stock,
subject to adjustment. Mr. Aloian disclaims beneficial ownership of
all of the shares of Series B Preferred Stock.
(7) Includes 13,216 shares of common stock with respect to which Mr. Bailey
has shared voting and dispositive power.
(8) Includes 3,000 shares of common stock owned by One Liberty Properties,
Inc. of which Mr. Gould is Chairman.
PLAN OF DISTRIBUTION
The common stock may be sold from time to time by the Selling
Stockholders or by pledges, donees, transferees or other successors in interest.
Such sales may be made on the New York Stock Exchange at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The common stock may be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the common stock as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (ii) purchases by a
broker or dealer for its account pursuant to this prospectus; or (iii) ordinary
brokerage transactions and transactions in which the broker solicits purchases.
In effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with such
sales. The expenses of preparing and filing this prospectus and the related
Registration Statement with the SEC will be paid by EastGroup.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock
by the Selling Stockholders.
9
<PAGE> 12
DESCRIPTION OF CAPITAL STOCK
The following is only a summary of some of the rights of our
stockholders that might be important to you. You should refer to our Charter and
Bylaws for the complete provisions thereof.
The total number of shares of capital stock of all classes
that we are authorized to issue is 100,000,000. The capital stock is currently
classified as (i) 64,875,000 shares of common stock, 15,937,817 of which were
issued and outstanding as of November 1, 1999; (ii) 1,725,000 shares of 9.00%
Series A Cumulative Redeemable Preferred Stock, all of which are currently
issued and outstanding; (iii) 2,800,000 shares of 8.75% Series B Preferred
Stock, all of which were issued and outstanding as of November 1, 1999; (iv)
600,000 shares of Series C Preferred Stock, none of which is currently issued
and outstanding; and (v) 30,000,000 shares of Excess Stock, none of which is
currently issued or outstanding. The common stock and the Series A Preferred
Stock are currently listed on the New York Stock Exchange under the symbols
"EGP" and "EGP PrA" respectively.
Our Board of Directors is authorized by our Charter, to
classify or reclassify any unissued shares of our capital stock, by setting,
altering or 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, our 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 Charter, if a transfer of
stock occurs such that any person would own, beneficially or constructively, in
excess of 9.8% of our outstanding capital stock (excluding shares of Excess
Stock), then the amount in excess of the 9.8% limit will 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 our capital stock
are traded. Notwithstanding the prior sentence, certain transactions may be
settled by providing shares of Excess Stock.
The holders of common stock are entitled to one vote on all
matters to be voted upon by the stockholders. The holders of common stock have
no cumulative voting rights. Additionally, subject to the rights of holders of
preferred stock, holders 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.
10
<PAGE> 13
The common stock ranks junior to both the Series A Preferred
Stock and the Series B Preferred Stock, our only other capital stock
outstanding. The Series A Preferred Stock and the Series B Preferred Stock rank
equally as to dividends and upon liquidation, dissolution and winding up.
Holders of Series A Preferred Stock receive dividends at the
fixed rate of 9.00% per annum of their liquidation preference. The liquidation
preference for the Series A Preferred Stock is $25.00 per share plus all accrued
and unpaid dividends. Dividends on the Series A Preferred Stock are cumulative.
The Series A Preferred Stock is not redeemable prior to June
19, 2003 except as provided in our Charter. On and after June 19, 2003, the
Series A Preferred Stock may be redeemed, at our option, for $25.00 per share
plus all accrued and unpaid dividends, without interest. The redemption price
(other than the portion consisting of accrued and unpaid dividends) is payable
solely out of the proceeds of other capital stock and from no other source.
Holders of Series A Preferred Stock generally have no voting
rights. However, under certain circumstances, such holders may elect a total of
two directors. In addition, certain changes to the terms of the Series A
Preferred Stock cannot be made without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock. Holders
of Series A Preferred Stock will have certain other voting rights under Maryland
law.
The Series A Preferred Stock is not convertible or
exchangeable, except as provided in our Charter. The Series A Preferred Stock
has no stated maturity and will not be subject to any sinking fund or mandatory
redemption.
The Series B Preferred Stock, unless converted or redeemed by
us, has a perpetual term, with no maturity. Holders of Series B Preferred Stock
are entitled to dividends per share equal to the greater of (i) the quarterly
dividend payable for the applicable quarter per share of common stock into which
the shares of Series B Preferred Stock are convertible or (ii) $.547 (the
"Applicable Dividend Rate"). The dividends on Series B Preferred Stock are fully
cumulative and, with respect to unpaid dividends, will accrue interest equal to
the Applicable Dividend Rate divided by $25.00.
We can redeem the Series B Preferred Stock following the fifth
anniversary of its original date of issuance or earlier upon a change in
control, in which case the redemption price will be $25.00 per share plus any
accrued and unpaid dividends (whether or not declared and accrued through the
date of payment for redemption or the date payment is made available for payment
to the holder thereof) plus a premium equal to 6.0% of $25.00, provided, the
initial redemption of the Series B Preferred Stock will not be less than 50% of
the outstanding Series B Preferred Stock.
11
<PAGE> 14
We must send a notice of redemption containing specified
information within certain time periods to the holders of the Series B Preferred
Stock in the event of a redemption. During the period beginning on the date we
mailed the notice and ending on the 30th day following the date of such mailing,
each holder of the Series B Preferred Stock may exercise its conversion rights.
Upon the 30th day following the mailing of the redemption notice to the holder
of the Series B Preferred Stock, and unless such holder of the Series B
Preferred Stock has exercised its conversion rights, we will purchase from such
holder (upon surrender of the certificate representing such shares by such
holder at our principal office) such shares of Series B Preferred Stock
specified in the redemption notice, at a price per share equal to the sum of (i)
$25.00 per share plus accrued and unpaid dividends (whether or not declared and
accrued through the date of payment for redemption or the date payment is made
available for payment to the holder thereof) plus a premium equal to the
following percentage of $25.00:
Redemption Occurs
On or After: But Prior to: % Premium
- ------------ ------------ ---------
January 1, 2004 December 31, 2004 4.0
January 1, 2005 December 31, 2005 3.0
January 1, 2006 December 31, 2006 2.0
January 1, 2007 December 31, 2007 1.0
January 1, 2008 0.0
and (ii) the number of Series B Preferred Stock to be redeemed in the redemption
notice.
The Series B Preferred Stock is convertible, at any time, into
1.1364 shares of common stock (subject to adjustment). Each holder of Series B
Preferred Stock is entitled to redeem the shares for 102% of its liquidation
value upon our voluntary act, omission or participation in our change of control
or a "put-event." The Series B Preferred Stock has a liquidation preference of
$25.00 per share plus any accrued and unpaid dividends (whether or not
declared).
Holders of Series B Preferred Stock are entitled to vote on
all matters submitted to the holders of common stock together with the holders
of common stock as a single class. In certain circumstances, the Board will be
expanded by two seats and the holders of Series B Preferred Stock will be
entitled to elect these two directors (the "Preferred Directors").
So long as shares of Series B Preferred Stock are outstanding,
without the consent of the holders of at least a majority of the outstanding
Series B Preferred Stock voting separately as a class or by unanimous written
consent of all of the holders of the Series B Preferred Stock (in addition to
any other vote or consent of stockholders required by law or by our Charter), we
may not (i) amend or alter the Articles Supplementary creating the Series B
Preferred Stock; (ii) amend or alter the Charter in a way that would adversely
affect the rights of the holders of
12
<PAGE> 15
Series B Preferred Stock as such; (iii) amend, alter or repeal any provision of
the Charter which would increase in any respect the restrictions or limitations
on ownership applicable to the Series B Preferred Stock; (iv) amend, alter or
repeal our Charter or Bylaws to limit the right of indemnification provided to
any Preferred Director; (v) issue additional shares of Series B Preferred Stock
or of preferred stock (or a series of preferred stock that would vote as a class
with the shares of Series B Preferred Stock with respect to the election of any
Preferred Director) or shares of stock ranking senior to the Series B Preferred
Stock; and (vi) amend, alter or repeal any provision of the Charter or Bylaws to
increase the number of directors on the Board above 11 (not including any
Preferred Directors).
LEGAL MATTERS
Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York will issue
an opinion about the legality of the shares for us and for the Selling
Stockholders.
EXPERTS
The consolidated financial statements and related schedules of
EastGroup Properties, Inc. as of December 31, 1998 and 1997, and for each of the
years in the three-year period ended December 31, 1998, have been incorporated
by reference herein and in the registration statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
13
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 (FORM S-8). INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by EastGroup with the SEC are
incorporated in this Registration Statement by reference:
(i) EastGroup's Annual Report on Form 10-K for the year
ended December 31, 1998.
(ii) EastGroup's Quarterly Reports on Form 10-Q and Form
10-Q/A for the fiscal quarter ended March 31, 1999.
(iii) EastGroup's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
(iv) EastGroup's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
(v) Description of EastGroup's Common Stock in its
Registration Statement on Form 8-B, filed with the
SEC on June 5, 1997.
All documents subsequently filed by EastGroup pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4 (FORM S-8). DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE> 17
ITEM 5 (FORM S-8). INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3). INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
EastGroup's Charter contains a provision authorizing EastGroup
to indemnify and hold harmless, to the fullest extent permitted by Maryland law,
its directors and officers involved in an action, suit or proceeding.
Section 2-418 of the Maryland General Corporation Law (the
"Indemnification Statute"), the law of the state in which EastGroup is
organized, empowers a corporation, subject to certain limitations, to indemnify
its officers and directors against expenses, including attorneys' fees,
judgments, penalties, fines, settlements and expenses, actually and reasonably
incurred by them in any suit or proceeding to which they are parties unless the
act or omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith, or was the result of active and
deliberate dishonesty, or the director received an improper personal benefit or,
with respect to a criminal action or proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful.
EastGroup has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized EastGroup to enter into an Indemnification
Agreement with each of the future directors and officers of EastGroup. The
Indemnification Statute permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. The Board of Directors has approved
and the stockholders have ratified the Indemnification Agreement, which is
intended to provide indemnification to the maximum extent allowable by, or not
in violation of, or offensive to, any law of the State of Maryland.
The Indemnification Agreement provides that EastGroup shall
indemnify a director or officer who is a party to the agreement (the
"Indemnitee") if he or she was or is a party to or otherwise involved in any
proceeding by reason of the fact that he or she was or is a director or officer
of EastGroup, or was or is serving at its request in a certain capacity of
another entity, against losses incurred in connection with the defense or
settlement of such proceeding. This indemnification shall be provided to the
fullest extent permitted by Maryland law. This is similar to the indemnification
provided by the Indemnification Statute except that indemnification is not
available to the Indemnitee who is adjudged liable on the basis that a personal
benefit was improperly received or who pays any amount in settlement of a
proceeding without EastGroup's written consent.
II-2
<PAGE> 18
ITEM 7 (FORM S-8). EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS.
Exhibit
Number Description
- ------ -----------
(4) (a) EastGroup's Articles of Incorporation (incorporated by
reference to Appendix B to EastGroup's Proxy Material for its
1997 Annual Meeting of Stockholders).
(b) Articles Supplementary creating EastGroup's 9.00% Series A
Cumulative Redeemable Preferred Stock (incorporated by
reference to the Registrant's Form 8-A filed with the
Commission on June 15, 1998).
(c) Articles Supplementary creating the Series B Cumulative
Convertible Preferred Stock (incorporated by reference to the
Registrant's Form 8-K filed on October 1, 1998).
(d) Articles Supplementary creating the Series C Preferred Stock
(incorporated by reference to the Registrant's Form 8-A filed
December 9, 1998).
(e) Certificate of Correction to Articles Supplementary with
respect to Series B Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 3(f) to the Registrant's
Form 10-K for the year ended December 31, 1998).
(f) EastGroup's Bylaws (incorporated by reference to Appendix C to
the Registrant's Proxy Material for its 1997 Annual Meeting of
Stockholders).
5 Opinion of Jaeckle Fleischmann & Mugel, LLP regarding certain
legal matters (filed herewith).
23 (a) Consent of KPMG Peat Marwick LLP (filed herewith).
(b) Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by
reference to Exhibit 5 hereto).
24 Powers of Attorney (included on Page II-6).
II-3
<PAGE> 19
99 (a) EastGroup's 1991 Directors Stock Option Plan, as amended
(incorporated by reference to Exhibit B to EastGroup's Proxy
Statement for the 1994 Annual Meeting of Stockholders).
(b) EastGroup's 1994 Management Incentive Plan, as amended
(incorporated by reference to Appendix A to EastGroup's Proxy
Statement for the 1999 Annual Meeting of Stockholders).
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i) and (ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE> 20
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 21
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-8 on Form S-3 and 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
November 17, 1999.
EASTGROUP PROPERTIES, INC.
By: /s/ David H. Hoster II
----------------------------------------
David H. Hoster II
Chief Executive Officer and President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints each of David H. Hoster
II or N. Keith McKey his or her true and lawful attorney-in-fact and agent, each
with full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
attorney-in-fact and agent, full power and authority to do and perform each such
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her
substitute or substitutes, may lawfully do or cause to done by virtue hereof.
II-6
<PAGE> 22
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Powers of Attorney have been
signed by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Leland R. Speed Chairman November 17, 1999
- -------------------------
Leland R. Speed
/s/ David H. Hoster II Chief Executive Officer November 17, 1999
- -------------------------
David H. Hoster II President and Director
/s/ N. Keith McKey Executive Vice President, Chief November 17, 1999
- -------------------------
N. Keith McKey Financial Officer, Treasurer and
Secretary (Principal Financial Officer
and Principal Accounting Officer)
/s/ D. Pike Aloian Director November 22, 1999
- -------------------------
D. Pike Aloian
/s/ Alexander G. Anagnos Director November 16, 1999
- -------------------------
Alexander G. Anagnos
/s/ H.C. Bailey, Jr. Director November 16, 1999
- -------------------------
H.C. Bailey, Jr.
/s/ Fredric H. Gould Director November 22, 1999
- -------------------------
Fredric H. Gould
/s/ David M. Osnos Director November 16, 1999
- -------------------------
David M. Osnos
/s/ John N. Palmer Director November 17, 1999
- -------------------------
John N. Palmer
</TABLE>
II-7
<PAGE> 1
JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432
EXHIBIT 5
November 17, 1999
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 on Form S-3 under
the Securities Act of 1933, covering the registration
of 1,146,277 shares of common stock issued or
reserved for issuance under EastGroup Properties,
Inc. 1994 Management Incentive Plan, as amended, and
EastGroup Properties, Inc. 1991 Directors Stock
Option Plan, as amended (collectively, the "Plans")
---------------------------------------------------
As your counsel we have examined the above-referenced
Registration Statement and we are familiar with the documents referred to
therein, as well as your Charter, as amended, Bylaws, as amended, and other
relevant documents, and we have made such investigation with respect to your
corporate affairs as we deemed necessary in order for us to render the opinion
herein set forth.
We have examined the proceedings heretofore taken and we are
informed as to the procedures proposed to be followed by EastGroup Properties,
Inc. in connection with the authorization, issuance and sale of the above
described shares of common stock (the "Common Stock"). In our opinion the Common
Stock issued or to be issued by EastGroup Properties, Inc. under and in
accordance with the Plans will be, when issued and paid for pursuant to the
Plans and the Registration Statement and the exhibits thereto, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit
to the Registration Statement and reference to us under the heading "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Very truly yours,
/s/ Jaeckle Fleischmann & Mugel, LLP
Buffalo, New York - Rochester, New York
II-8
<PAGE> 1
Exhibit (23)(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
EastGroup Properties, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 on Form S-3 of EastGroup Properties, Inc. of our reports dated March 5,
1999, relating to the consolidated balance sheets of EastGroup Properties, Inc.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each
of the years in the three-year period ended December 31, 1998, and all related
schedules, which reports appear in the December 31, 1998 Annual Report on Form
10-K of EastGroup Properties, Inc. and to the reference to our firm under the
heading "Experts" in the prospectus.
Jackson, Mississippi KPMG Peat Marwick LLP
November 22, 1999
