U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 2, 2003
EASTGROUP PROPERTIES, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-7094 13-2711135
---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201-2195
----------------------------------------------------------------------
(Address of Principal Executive Offices, including zip code)
(601)354-3555
--------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 2, 2003, EastGroup Properties, Inc. (the "Company") filed a
prospectus supplement with the Securities and Exchange Commission in connection
with the Company's offering of 1,320,000 shares of 7.95% Series D Cumulative
Redeemable Preferred Stock. The Series D Preferred Stock was issued on July 2,
2003, has a $25 liquidation value per share and will be redeemable at the option
of the Company on or after June 27, 2008. The offering resulted in net proceeds
of approximately $32,300,000 that were used to redeem the Company's outstanding
9.00% Series A Cumulative Redeemable Preferred Stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(4) Articles Supplementary creating the Series D Preferred Stock
(incorporated by reference to Exhibit 3 to the Company's
Registration Statement on Form 8-A filed with the SEC on June 6,
2003).
(5) Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality.
(8) Opinion of Jaeckle Fleischmann & Mugel, LLP as to certain tax
matters.
(23) Consents of Jaeckle Fleischmann & Mugel, LLP (included as part of
Exhibits 5 and 8).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 17, 2003
EASTGROUP PROPERTIES, INC.
By: /s/ N. KEITH MCKEY
-------------------------------------
N. Keith McKey
Executive Vice President,
Chief Financial Officer, Secretary
and Treasurer
Exhibit Index
Exhibit No. Description
(4) Articles Supplementary creating the Series D Preferred Stock
(incorporated by reference to Exhibit 3 to the Company's
Registration Statement on Form 8-A filed with the SEC on
June 6, 2003).
(5) Opinion of Jaeckle Fleischmann & Mugel, LLP regarding
legality.
(8) Opinion of Jaeckle Fleischmann & Mugel, LLP as to certain
tax matters.
(23) Consents of Jaeckle Fleischmann & Mugel, LLP (included as
part of Exhibits 5 and 8).
Exhibit 5
June 2, 2003
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Re: Issuance and Sale of 1,320,000 shares of 7.95% Series D
Cumulative Redeemable Preferred Stock (the "Securities")
Ladies and Gentlemen:
As your counsel we have examined the Company's Registration Statement on
Form S-3 (File No. 333-58309) (the "Registration Statement") and the Company's
Prospectus Supplement dated June 2, 2003 with respect to the Securities and we
are familiar with the documents referred to therein and incorporated therein by
reference. We have also examined the Company's Articles of Incorporation, as
amended, and Bylaws, as amended, such records of proceedings of the Company as
we deemed material, and such other proceedings of the Company as we deemed
necessary for the purpose of this opinion.
We have examined the proceedings heretofore taken and we are informed as to
the procedures proposed to be followed by the Company in connection with the
authorization, issuance and sale of the Securities. In our opinion the
Securities to be issued by the Company will be, when issued and paid for
pursuant to the Registration Statement and the Prospectus Supplement, duly
authorized for issuance by all necessary corporate action and, upon the issuance
thereof in accordance with their terms, the Securities will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K and to all references to our firm in the Prospectus
Supplement.
Very truly yours,
/s/ JAECKLE FLEISCHMANN & MUGEL, LLP
Exhibit 8
June 2, 2003
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201-2195
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
We are legal counsel to EastGroup Properties, Inc., a Maryland corporation
(the "Company"), and have represented the Company in connection with the
issuance of 1,320,000 shares of 7.95% Series D Cumulative Redeemable Preferred
Stock. For the purposes of this Opinion Letter, the term "Subsidiary" means any
corporation, limited partnership or limited liability company for which the
Company owns fifty percent (50%) or more of the outstanding equity interests.
In rendering this opinion, we have reviewed (i) the Company's Registration
Statement on Form S-3 (No. 333-58309); (ii) the Company's Prospectus Supplement
dated June 2, 2003, (iii) the Company's Articles of Incorporation as filed with
the Secretary of State of Maryland, and the Certificate of Incorporation or
other organizational documents of each Subsidiary, as amended; (iv) the
Company's Bylaws and the Bylaws of each Subsidiary, as amended; (v) the
partnership agreements for partnerships or joint ventures in which the Company
or a Subsidiary is a partner; (vi) the operating agreements for limited
liability companies in which the Company or a Subsidiary is a member; and (vii)
the Company's Federal Income Tax Returns for the years ended December 31, 1997,
1998, 1999, 2000 and 2001.
We have reviewed with management of the Company the investments and
operations of the Company and its Subsidiaries. We have also reviewed certain
documents of the Company and its Subsidiaries relating to the ownership and
operation of selected real estate properties and other investments, including
management agreements and partnership agreements relating to such properties and
forms of leases relating to the Company's or its Subsidiaries' interest in such
properties, and we rely upon representations made to us by management of the
Company that such documents are representative of those existing and in effect
with respect to other properties of the Company and its Subsidiaries. Our
discussions with management focused on, among other things, the number and
holdings of stockholders of the Company; the actual and proposed distribution
policy of the Company; various record keeping requirements; the composition of
the assets of the Company; the magnitude of personal property included in its or
its Subsidiaries' real property leases; the income generated from subleases of
its real property; the services rendered to the Company's tenants and
non-tenants; and other matters which we deem relevant and upon which we rely for
purposes of rendering this opinion. Furthermore, where such factual
representations involve terms defined in the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury regulations thereunder (the "Regulations"),
published rulings of the Internal Revenue Service (the "Service"), or other
relevant authority, we have explained such terms to the Company's
representatives and are satisfied that the Company's representatives understand
such terms and are capable of making such factual representations.
In rendering this opinion we have relied, as to factual matters, upon a
certificate of an officer of the Company (the "Officer's Certificate"). Although
we have not independently verified the truth, accuracy or completeness of the
factual representations contained in the Officer's Certificate and the
underlying assumptions upon which they are based, after reasonable inquiry and
investigation, nothing has come to our attention that would cause us to question
them.
Based upon the foregoing, we are of the opinion that: (1) for its taxable
years ended December 31, 1997 through December 31, 2002, the Company has
continuously been organized and has operated in conformity with the requirements
for qualification as a "real estate investment trust" under the Code; (2) the
Company's current and proposed organization and method of operation will permit
it to continue to meet the requirements for taxation as a "real estate
investment trust" under the Code for its 2003 taxable year and thereafter; and
(3) the federal income tax discussion described in the Prospectus Supplement
under the caption "Material United States Federal Income Tax Consequences" is
correct in all material respects and fairly summarizes in all material respects
the federal income tax laws referred to therein.
We note, however, that the ability of the Company to qualify as a real
estate investment trust for any year will depend upon future events, some of
which are not within the Company's control, and it is not possible to predict
whether the facts set forth in the Registration Statement, the Prospectus
Supplement, the Officer's Certificate and this Opinion Letter will continue to
be accurate in the future. In addition, our opinions are based on the Code and
the regulations thereunder, and the status of the Company as a real estate
investment trust for federal income tax purposes may be affected by changes in
the Code and such regulations.
We consent to being named as Counsel to the Company in the Registration
Statement and the Prospectus Supplement, to the references in the Registration
Statement and the Prospectus Supplement to our firm and to the inclusion of a
copy of this Opinion Letter as an exhibit to the Company's Current Report on
Form 8-K.
Very truly yours,
/s/ JAECKLE FLEISCHMANN & MUGEL, LLP