<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 2000
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. 2000 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
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.......................... 150,000 shares $20.50 $3,075,000 $812
=============================== ====================== ======================== ======================= ==================
</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 December 8, 2000.
================================================================================
<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 plan 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 directors (the "Selling Stockholders") of our common stock which
may be acquired upon the exercise of stock options pursuant to our 2000
Directors Stock Option Plan (the "Plan").
The common stock issuable upon exercise of the options covered by the
Plan 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
December 8, 2000 was $20.875 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 December 11, 2000.
<PAGE> 4
TABLE OF CONTENTS
Description Page
----------- ----
Forward-Looking Statements.............................................. 3
Where You Can Find More Information..................................... 4
About EastGroup Properties, Inc. ....................................... 5
Selling Stockholders.................................................... 6
Plan of Distribution.................................................... 7
Use of Proceeds......................................................... 8
Description of Capital Stock............................................ 8
Legal Matters........................................................... 11
Experts................................................................. 11
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 look at our SEC
filings at the offices of the New York Stock Exchange, which is located at 20
Broad Street, New York, New York 10005. Our SEC filings are available at the
NYSE because our common stock is listed and traded on the NYSE.
The SEC allows us to incorporate by reference the information we file
with them, which 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 the information already incorporated by
reference. We are incorporating by reference the documents listed below, which
we have already filed with the SEC, and any future filings we make 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,
1999.
- Our Quarterly Report on Form 10-Q for the three months ended
March 31, 2000.
- Our Quarterly Report on Form 10-Q for the three months ended
June 30, 2000.
- Our Quarterly Report on Form 10-Q for the three months ended
September 30, 2000.
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: EastGroup Properties, Inc.,
300 One Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201,
Attention: Chief Financial Officer. Our telephone number is (601) 354-3555. You
may also reach us by e-mail through out website at www.eastgroup.net.
This prospectus is part of a registration statement we filed with the
SEC.
4
<PAGE> 7
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or
those documents.
ABOUT EASTGROUP PROPERTIES, INC.
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. We
pursue a unique three-pronged investment strategy that includes:
- the acquisition of industrial properties at favorable initial
yields, with opportunities to improve cash flow performance
through active and efficient management;
- the selective development of industrial properties in markets
where we already have a presence and where market conditions
justify such investments; and
- the acquisition of existing public and private real estate
companies or real estate investment trusts.
Our principal executive offices are located at 300 One Jackson Place,
188 East Capitol Street, Jackson, Mississippi 39201-2195, and our telephone
number is (601) 354-3555. We also have a website at www.eastgroup.net.
Additional information regarding EastGroup, including our audited
financial statements and descriptions of EastGroup, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" on page 4.
5
<PAGE> 8
SELLING STOCKHOLDERS
This prospectus relates to shares of our common stock that may be
acquired by the Selling Stockholders upon the exercise of options granted
pursuant to the Plan. 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 our non-employee directors. The following
table sets forth the name of each Selling Stockholder, his position with us
during the past three years, the number of shares of common stock of each
Selling Stockholder (i) owned of record as of December 1, 2000 (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 Plan 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.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Number of Shares Number of Plan Owned Assuming Sale
Name and Position Held of Common Stock Shares of of Shares of Common
with EastGroup for the Owned as of Common Stock Stock Registered
Past 3 Years (1) December 1, 2000 to be Registered Hereunder
----------------------------------- --------------------- ----------------- -------------------
<S> <C> <C> <C>
D. Pike Aloian..................... 0 (2) 2,250 0 (2)
Director since 1999
Alexander G. Anagnos............... 0 2,250 0
Director
H.C. Bailey, Jr.................... 17,236 (3) 2,250 17,236 (3)
Director
Fredric H. Gould................... 44,000 (4) 2,250 44,000 (4)
Director since 1998
David M. Osnos..................... 8,400 2,250 8,400
Director
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Number of Shares Number of Plan Owned Assuming Sale
Name and Position Held of Common Stock Shares of of Shares of Common
with EastGroup for the Owned as of Common Stock Stock Registered
Past 3 Years (1) December 1, 2000 to be Registered Hereunder
----------------------------------- ---------------- ----------------- -------------------
<S> <C> <C> <C>
John N. Palmer..................... 1,626 2,250 1,626
Director
</TABLE>
------------------------
(1) Unless otherwise stated, each individual has held the position
indicated for at least the past three years.
(2) 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.
(3) Includes 11,100 shares of common stock with respect to which Mr. Bailey
has shared voting and dispositive power.
(4) Includes 21,600 shares of common stock owned by a company of which Mr.
Gould is Chairman and Chief Executive Officer and 16,400 shares owned
by a limited liability company a member of which is a limited
partnership of which Mr. Gould is a general partner.
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
7
<PAGE> 10
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.
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, 15,658,067 of which were issued and
outstanding as of December 8, 2000; (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 December 8, 2000; (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.
8
<PAGE> 11
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.
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.
9
<PAGE> 12
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.
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
10
<PAGE> 13
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 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, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999, have been incorporated
by reference herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
11
<PAGE> 14
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, 1999.
(ii) EastGroup's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(iii) EastGroup's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(iv) EastGroup's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
(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> 15
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> 16
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 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).
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<PAGE> 17
99 (a) EastGroup's 2000 Directors Stock Option Plan (incorporated by
reference to Appendix A to EastGroup's Proxy Statement for the
2000 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.
(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
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<PAGE> 18
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.
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<PAGE> 19
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 December 11,
2000.
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.
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<PAGE> 20
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 December 11, 2000
---------------------------
Leland R. Speed
/s/ David H. Hoster II Chief Executive Officer, December 11, 2000
--------------------------- President and Director
David H. Hoster II
/s/ N. Keith McKey Executive Vice President, Chief December 11, 2000
--------------------------- Financial Officer, Treasurer and
N. Keith McKey Secretary (Principal Financial Officer
and Principal Accounting Officer)
/s/ D. Pike Aloian Director December 11, 2000
---------------------------
D. Pike Aloian
/s/ Alexander G. Anagnos Director December 11, 2000
---------------------------
Alexander G. Anagnos
/s/ H.C. Bailey, Jr. Director December 11, 2000
---------------------------
H.C. Bailey, Jr.
/s/ Fredric H. Gould Director December 11, 2000
---------------------------
Fredric H. Gould
/s/ David M. Osnos Director December 11, 2000
---------------------------
David M. Osnos
/s/ John N. Palmer Director December 11, 2000
---------------------------
John N. Palmer
</TABLE>
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