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SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
COPLEY PROPERTIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
217 454 107
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(CUSIP Number)
Victor P. Patrick, Assistant General Counsel, AlliedSignal Inc.
101 Columbia Road, Morristown, New Jersey 07962-2245 201-455-5977
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 15, 1995
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(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
----
Check the following box if a fee is being paid with this statement
----
Page 1 of 10 pages
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SCHEDULE 13D
CUSIP No. 217 454 107
Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AlliedSignal Inc. 22-264-0650
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
----
(b)
----
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0 percent
14 TYPE OF REPORTING PERSON EP
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Item 1. Security and Issuer.
This statement relates to the Common Stock ('Common Stock'),
of Copley Properties, Inc., a Delaware corporation ('Copley'), the principal
executive office of which is located at 399 Boylston Street, Boston,
Massachusetts 02116.
Item 2. Identity and Background.
The shares of Common Stock were purchased by Northern Trust
Company as the trustee of the AlliedSignal Inc. Master Pension Trust (the
'Master Pension Trust') pursuant to the instructions of AlliedSignal Inc., a
Delaware corporation ('AlliedSignal') for the account of certain funds of the
Master Pension Trust which AlliedSignal manages. This statement amends and
restates AlliedSignal's Schedule 13D filing made on April 23, 1990, as amended
by Amendment No. 1 filed October 9, 1990. AlliedSignal is a diversified
manufacturing company with businesses in aerospace, automotive and engineered
materials. AlliedSignal's principal office is located at 101 Columbia Road,
Morristown, New Jersey 07962-2497.
Schedule A to this statement sets forth with respect to each
executive officer and director of AlliedSignal the following information: (a)
name; (b) business address; and (c) present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted. All of such persons are U.S.
citizens except for Hans B. Amell (Sweden) and Paul R. Schindler (France).
Neither AlliedSignal nor, to the best knowledge of
AlliedSignal, any person listed on Schedule A hereto has during the last five
years (a) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activity subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Master Pension Trust purchased a total of 312,700 shares
of Common Stock in a number of transactions beginning in 1990. The funds for
these purchases were obtained from funds available for investment in the Master
Pension Trust.
Item 4. Purpose of Transaction.
The Master Pension Trust acquired the Common Stock referred to
in Item 3 in various transactions beginning in 1990 for the purpose of
investment. The Master Pension Trust also considered whether it should acquire
the entire equity interest in Copley or in the alternative invest in a limited
partnership which might be formed for the purpose of acquiring Copley. At the
time it completed its purchases, The Master Pension Trust owned 312,700 shares,
or approximately 8.72% of the class of Copley Common Stock.
Page 3 of 10
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Item 5. Interest in Securities of the Issuer.
See Items 7 through 13 of the cover page of this statement for
the aggregate number and percentage of the class of Common Stock beneficially
owned by the Master Pension Trust.
From July 1995 through September 1995 The Master Pension Trust
reduced its beneficial ownership of Common Stock in sales transactions as
follows:
<TABLE>
<CAPTION>
Type of Approximate Percentage of
Date No. Shares Sold Transaction Class Owned After Sale
<S> <C> <C> <C>
7/21/95 1,500 AMEX 8.68%
7/25/95 8,500 AMEX 8.45%
9/15/95 302,700 Private Sale to EastGroup Properties 0.00%
Item 6. Contracts, Arrangement, Understandings or Relationships.
As detailed under Item 5, The Master Pension Trust and
EastGroup Properties entered into an Agreement, dated as of September 15, 1995,
filed as Schedule B to Amendment No. 2 to this statement, providing for the sale
to EastGroup Properties of 302,700 shares of Common Stock at a price of $12.50
per share.
Item 7. Material to be Filed as Exhibits.
Agreement dated September 15, 1995 by and between The Master
Pension Trust and EastGroup Properties.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 21, 1995 ALLIEDSIGNAL INC.
By: /s/ Edward T. Tokar
---------------------------
Edward T. Tokar
Vice President - Investments
Page 4 of 10
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Schedule A
AlliedSignal Inc.
Directors with Titles & Businesses
Becherer, Hans W. Deere & Company
Chairman and John Deere Road
Chief Executive Officer Moline, IL 61265-8098
309-765-4114
Bossidy, Lawrence A. AlliedSignal Inc.
Chairman of the Board and 101 Columbia Road
Chief Executive Officer Morristown, NJ 07962
201-455-6551
Covert, Eugene E. Massachusetts Institute of Technology
T. Wilson Professor of Aeronautics 77 Massachusetts Avenue
Bldg. 33, Room 215
Cambridge, MA 02139
617-253-2604
Fudge, Ann M. Kraft Foods, Inc. and
Executive Vice President Maxwell House Division
General Manager 250 North Street
White Plains, NY 10625
914-335-2413
Kelley, General Paul X. Cassidy & Associates
Vice Chairman for Corporate Strategy 700 13th Street, N.W., Suite 400
Washington, D.C. 20005
202-824-6000
Luciano, Robert P. Schering-Plough Corporation
Chairman and Chief Executive Officer One Giralda Farms
Madison, NJ 07940
201-822-7440
Palmer, Russell E. The Palmer Group
Chairman and Chief Executive Officer 3600 Market Street, Suite 530
Philadelphia, PA 19104
215-243-2590
Seidenberg, Ivan G. NYNEX Corporation
Chairman and Chief Executive Officer 1113 Westchester Avenue - Room 467
White Plains, NY 10604
914-644-6440
Sigler, Andrew C. Champion International Corporation
Chairman and Chief Executive Officer One Champion Plaza
Stamford, CT 06921
203-358-7324
Stafford, John R. American Home Products Corporation
Chairman, President and Five Giralda Farms
Chief Executive Officer Madison, NJ 07940-0874
201-660-5008
Page 5 of 10
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Stafford, Thomas P. General Technical Services, Inc.
Consultant 4200 Perimeter Center Drive - Suite 102
Oklahoma City, OK 73112
405-947-1442
Winters, Robert C. The Prudential Insurance Company of America
Chairman Emeritus 751 Broad Street
Newark, NJ 07102-3777
201-802-7722
Page 6 of 10
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AlliedSignal Inc.
Officers with Titles and Addresses
Amell, Hans B. AlliedSignal Inc.
Vice President - Marketing 101 Columbia Road
Morristown, NJ 07962
201-455-4200
Barpal, Isaac R. AlliedSignal Inc.
Senior Vice President and 101 Columbia Road
Chief Technology Officer Morristown, NJ 07962
201-455-2001
Barter, John W. AlliedSignal Automotive
Executive Vice President and President 20650 Civic Center Drive
P. O. Box 5029
Southfield, MI 48086-5029
810-827-5660
Bossidy, Lawrence A. AlliedSignal Inc.
Chairman of the Board and 101 Columbia Road
Chief Executive Officer Morristown, NJ 07962
201-455-6551
Burnham, Daniel P. AlliedSignal Aerospace
Executive Vice President and President 2525 West 190th Street
Torrance, CA 90504-6099
310-512-3636
Cole, Kenneth W. AlliedSignal Inc.
Vice President - Government Relations 1001 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
202-662-2670
D'Aloia, G. Peter AlliedSignal Inc.
Vice President and Controller 101 Columbia Road
Morristown, NJ 07962
201-543-2935
de Lacy, Catharine M. AlliedSignal Inc.
Vice President - Health, Safety & 101 Columbia Road
Environmental Morristown, NJ 07962
201-455-6106
Garvey, Nancy A. AlliedSignal Inc.
Vice President and Treasurer 101 Columbia Road
Morristown, NJ 07962
201-455-4427
Kreindler, Peter M. AlliedSignal Inc.
Senior Vice President, 101 Columbia Road
General Counsel and Secretary Morristown, NJ 07962
201-455-5513
Poses, Frederic M. AlliedSignal Engineered Materials
Executive Vice President and President 101 Columbia Road
Morristown, NJ 07962
201-455-3500
Page 7 of 10
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Redlinger, Donald J. AlliedSignal Inc.
Senior Vice President - 101 Columbia Road
Human Resources and Communications Morristown, NJ 07962
201-455-3997
Schindler, Paul R. AlliedSignal Inc.
Senior Vice President - International Suite 3812-16, 38/F
Shell Tower, Times Square
1 Matheson Street
Causeway Bay, Hong Kong
011-852-506-9009
201-455-6026 (Morristown)
Schroeder, Richard P. AlliedSignal Inc.
Vice President - Manufacturing 101 Columbia Road
Morristown, NJ 07962
201-455-3468
Sierk, James E. AlliedSignal Inc.
Senior Vice President - 101 Columbia Road
Quality and Productivity Morristown, NJ 07962
201-455-2148
Stark, Raymond C. AlliedSignal Inc.
Vice President - Materials Management 101 Columbia Road
Morristown, NJ 07962
201-455-3131
Wallman, Richard F. AlliedSignal Inc.
Senior Vice President and 101 Columbia Road
Chief Financial Officer Morristown, NJ 07962
201-455-5107
Page 8 of 10
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CONFORMED COPY Schedule B
September 15, 1995
EastGroup Properties
P.O. Box 22728
Jackson, MS 39225-2728
Re: Purchase and Sale of 302,700 Common Shares of Copley Properties, Inc.
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Dear Sirs:
Upon the terms and subject to the conditions set forth in this
letter, The AlliedSignal Inc. Master Pension Trust (the 'Trust') has agreed to
sell, and EastGroup Properties ('EastGroup') has agreed to purchase, 302,700
common shares (CUSIP #217 454 107) of Copley Properties, Inc. (the 'Shares').
The trade date for the purchase and sale of the Shares shall
be the first date after the date hereof upon which the Shares trade
'ex-dividend' on the American Stock Exchange. Settlement shall occur through the
accounts of Northern Trust Company, on behalf of the Trust, and Deposit Guaranty
National Bank, on behalf of EastGroup, at the Depository Trust Company three
business days after the trade date (the 'Settlement Date'). The consideration
for the purchase and sale of the Shares shall be $12.50 per Share, which
EastGroup shall pay the Trust in U.S. federal funds currently and immediately
available to an account of the Trust to be identified in writing by the Trust to
EastGroup at least one business day prior to the Settlement Date, in the amount
of Three Million Seven Hundred Eighty Three Thousand Seven Hundred and Fifty
U.S. Dollars (US $3,783,750.00) prior to 1:00 p.m., prevailing New York City
time, on the Settlement Date.
The parties acknowledge and agree that the dividend payable by
Copley on October 10, 1995 shall be the property of the Trust.
Each party represents and warrants to the other that no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the purchase and sale of the Shares.
This agreement shall be governed by and construed under the
laws of the State of New York applicable to contracts entered into and to be
performed within that State.
Page 9 of 10
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Please sign below to confirm your understanding and agreement
of the terms set forth above.
Sincerely,
The AlliedSignal Inc. Master Pension Trust
By: Northern Trust Company,
As Trustee
By: /s/ Susan M. Spalding
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Name: Susan M. Spalding
Title: Vice President
Acknowledged and Agreed:
EastGroup Properties
By: /s/ Leland R. Speed
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Name: Leland R. Speed
Title: Chief Executive Officer and Managing Trustee
Page 10 of 10
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