U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EASTGROUP PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 13-2711135
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201-2195
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-58309.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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7.95% Series D Cumulative Redeemable
Preferred Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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A description of the 7.95% Series D Cumulative Redeemable
Preferred Stock of the Registrant is contained in the
Registrant's Prospectus Supplement filed with the Securities and
Exchange Commission on June 2, 2003 pursuant to Rule 424(b)(5)
which shall be deemed to be incorporated herein by reference for
all purposes.
Item 2. Exhibits.
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The securities described herein are to be registered on the New
York Stock Exchange, on which other securities of the Registrant
are registered. Accordingly, the following exhibits, required to
be filed herewith in accordance with the Instructions as to
Exhibits to Form 8-A, have been duly filed with the New York
Stock Exchange:
(1) Articles of Incorporation of the Registrant (incorporated by
reference to Appendix B to the Registrant's Proxy Statement dated
April 24, 1997).
(2) Bylaws of the Registrant (incorporated by reference to Appendix C
to the Registrant's Proxy Statement dated April 24, 1997).
(3) Articles Supplementary establishing the Registrant's 7.95% Series
D Cumulative Redeemable Preferred Stock (filed herewith).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATE: June 6, 2003 EASTGROUP PROPERTIES, INC.
By: /s/ N. KEITH MCKEY
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N. Keith McKey
Chief Financial Officer
EASTGROUP PROPERTIES, INC.
Articles Supplementary
Establishing Series D Preferred Stock
EASTGROUP PROPERTIES, INC., a Maryland corporation, having its principal
office in Baltimore City, Maryland (the "Corporation"), hereby certifies to the
Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article V, Section 3 of the Charter of the Corporation, the
Board of Directors has duly reclassified 1,320,000 shares of the Common Stock,
par value $.0001 per share, of the Corporation into 1,320,000 shares of a class
designated as Series D Cumulative Redeemable Preferred Stock, par value $.0001
per share, of the Corporation ("Series D Preferred Stock") and has provided for
the issuance of such shares.
SECOND: The reclassification increases the number of shares classified as
Series D Preferred Stock from no shares immediately prior to the
reclassification to 1,320,000 shares immediately after the reclassification. The
reclassification decreases the number of shares classified as Common Stock, par
value $.0001 per share, from 64,875,000 shares immediately prior to the
reclassification to 63,555,000 shares immediately after the reclassification.
THIRD: Subject in all cases to the provisions of Article V of the Charter
of the Corporation with respect to Excess Stock, the following is a description
of the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of Series D Preferred Stock of the Corporation:
1. Designation and Amount.
The designation of Series D Preferred Stock described in Article FIRST
hereof shall be 7.95% Series D Cumulative Redeemable Preferred Stock, par value
$.0001 per share. The number of shares of Series D Preferred Stock to be
authorized shall be 1,320,000.
2. Dividends and Distribution Provisions.
(a) Subject to the rights of series of Preferred Stock which may from time
to time come into existence, holders of Series D Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative preferential
cash dividends at the rate of 7.95% per annum of the Liquidation Preference (as
hereinafter defined) per share (equivalent to a fixed amount of $1.9875 per
share). Such dividends shall be cumulative from the date of original issue and
shall be payable quarterly in arrears on or before the 15th day of each of
January, April, July and October or, if not a business day, the next succeeding
business day (each, a "Distribution Payment Date"). The accrual period for each
quarterly distribution shall commence on the 1st day of January, April, July and
October of each year and shall end on and include the last day of March, June,
September and December, respectively; provided, however, that the first
dividend, which will be due on October 15, 2003, will accrue from the date of
original issue through and including September 30, 2003. Such first dividend and
any dividend distribution payable on Series D Preferred Stock for any partial
distribution period will be computed on the basis of a 360-day year consisting
of twelve 30-day months. Distributions will be payable to holders of record as
they appear in the records of the Corporation at the close of business on the
last business day of March, June, September and December, or on such date
designated by the Board of Directors of the Corporation for the payment of
distributions that is not more than 30 nor less than ten days prior to such
Distribution Payment Date (each, a "Distribution Record Date").
(b) No dividends on shares of Series D Preferred Stock shall be declared by
the Board of Directors or be paid or set apart for payment by the Corporation,
at such time as the terms and provisions of any agreement to which the
Corporation is a party, including any agreement relating to its indebtedness,
that prohibits such declaration, payment or setting apart for payment or
provides that such declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such declaration or
payment shall be restricted or prohibited by law.
(c) Nothwithstanding the foregoing, dividends on the shares of Series D
Preferred Stock will accrue whether or not the Corporation has earnings, whether
or not there are funds legally available for the payment of such distributions
and whether or not such distributions are declared. No interest, or sum of money
in lieu of interest, shall be payable in respect of any distribution payment or
payments on Series D Preferred Stock which may be in arrears.
(d) If, for any taxable year, the Corporation elects to designate as
"capital gain distributions" (as defined in Section 857 of the Internal Revenue
Code of 1986, as amended, or any successor revenue code or section (the "Code"))
any portion (the "Capital Gains Amount") of the total distributions (as
determined for federal income tax purposes) paid or made available for the year
to holders of all classes of capital stock (the "Total Distributions"), then the
portion of the Capital Gains Amount that shall be allocable to the holders of
Series D Preferred Stock shall be in the same portion that the Total
Distributions paid or made available to the holders of Series D Preferred Stock
for the year bears to the Total Distributions.
(e) If any shares of Series D Preferred Stock are outstanding, no full
distributions (other than in shares of Common Stock or other capital stock
ranking junior to Series D Preferred Stock as to distributions and upon
liquidation) shall be declared or paid or set apart for payment on any shares of
series of Preferred Stock of the Corporation ranking, as to distributions, on a
parity with or junior to the Series D Preferred Stock for any period unless full
cumulative distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payments on shares of Series D Preferred Stock for all past distribution periods
and the then current distribution period. When distributions are not paid in
full (or a sum sufficient for such full payment is not so set apart) upon the
shares of Series D Preferred Stock and the shares of any other series of
Preferred Stock ranking on a parity as to distributions with shares of Series D
Preferred Stock, all distributions declared upon shares of Series D Preferred
Stock and any other series of Preferred Stock ranking on a parity as to
distributions with Series D Preferred Stock shall be declared pro rata so that
the amount of distributions declared per share on Series D Preferred Stock and
such other series of Preferred Stock shall in all cases bear to each other the
same ratio that accrued distributions per share on Series D Preferred Stock and
such other series of Preferred Stock bear to each other.
(f) Except as provided in Section 2(e), unless full cumulative
distributions on shares of Series D Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past distribution periods and the
then current distribution period, no distributions (other than in shares of
Common Stock or other capital stock ranking junior to Series D Preferred Stock
as to distributions and upon liquidation) shall be declared or paid or set aside
for payment nor shall any other distribution be declared or made upon the Common
Stock or any other capital stock of the Corporation ranking junior to or on a
parity with the Series D Preferred Stock as to distributions or upon
liquidation, nor shall any shares of Common Stock or any other shares of capital
stock of the Corporation ranking junior to or on a parity with the Series D
Preferred Stock as to distributions or upon liquidation be redeemed, purchased
or otherwise acquired for any consideration (or any monies be paid to or made
available for a sinking fund for the redemption of any such capital stock) by
the Corporation or any affiliate or any person acting on behalf of the
Corporation or any of its affiliates (except by conversion into or exchange for
other capital stock of the Corporation ranking junior to Series D Preferred
Stock as to distributions and amounts upon liquidation or redemptions for the
purpose of preserving the Corporation's status as a REIT).
(g) Any distribution payment made on shares of the Series D Preferred Stock
shall first be credited against the earliest accrued but unpaid distribution due
with respect to shares of Series D Preferred Stock which remains payable.
(h) For the sole purpose of determining whether any distribution made on
shares of Series D Preferred Stock is permitted under Maryland Law, amounts that
would be needed, if the Corporation were dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
stockholders whose preferential rights on dissolution are superior to those
receiving the distribution shall not be added to the Corporation's total
liabilities.
3. Liquidation Rights.
(a) Subject to the rights of any series of Preferred Stock which by its
terms expressly ranks senior to the Series D Preferred Stock in respect of the
right to receive payment of the distribution of assets upon liquidation of the
Corporation, which may from time to time come into existence, upon any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, then, before any distribution or payment shall be made to the
holders of any shares of Common Stock or any other class or series of capital
stock of the Corporation ranking junior to Series D Preferred Stock in the
distribution of assets upon any liquidation, dissolution or winding up of the
affairs of the Corporation, the holders of shares of the Series D Preferred
Stock shall be entitled to receive out of assets of the Corporation legally
available for distribution to stockholders, liquidation distributions in the
amount of the liquidation preference of $25.00 per share, plus an amount equal
to all distributions accrued and unpaid thereon (the "Liquidation Preference").
Holders of Series D Preferred Stock will be entitled to written notice of any
event triggering the right to receive such Liquidation Preference. After payment
of the full amount of the liquidating distributions to which they are entitled,
the holders of shares of Series D Preferred Stock will have no right or claim to
any of the remaining assets of the Corporation. In the event that, upon any such
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the available assets of the Corporation are insufficient to
pay the amount of the liquidation distributions on all outstanding shares of
Series D Preferred Stock and the corresponding amounts payable on all shares of
other classes or series of capital stock of the Corporation ranking on a parity
with Series D Preferred Stock in the distribution of assets upon any
liquidation, dissolution or winding up of the affairs of the Corporation
("Parity Stock"), then the holders of shares of Series D Preferred Stock and
Parity Stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.
(b) A consolidation or merger of the Corporation with or into any other
entity or entities, or a sale, lease, conveyance or disposition of all or
substantially all of the assets of the Corporation or the effectuation by the
Corporation of a transaction or series of related transactions in which more
than 50% of the voting power of the Corporation is disposed of, shall not be
deemed to be a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.
4. Redemption.
(a) Shares of Series D Preferred Stock are not redeemable prior to July 2,
2008, except that each share of Series D Preferred Stock is redeemable as
provided in Article V of the Charter of the Corporation. On and after July 2,
2008, the Corporation at its option upon not less than 30 nor more than 60 days
written notice, may redeem outstanding shares of Series D Preferred Stock, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus an amount equal to all distributions accrued and
unpaid thereon to the date fixed for redemption, without interest. Holders of
shares of Series D Preferred Stock to be redeemed shall surrender such shares of
Series D Preferred Stock at the place designated in such notice and shall be
entitled to the redemption price and any accrued and unpaid distributions
payable upon such redemption following such surrender. If fewer than all of the
outstanding shares of Series D Preferred Stock are to be redeemed, the number of
shares to be redeemed will be determined by the Corporation and such shares may
be redeemed pro rata from the holders of record of such shares in proportion to
the number of such shares held by such holders (with adjustments to avoid
redemption of fractional shares) or by lot in a manner determined by the
Corporation.
(b) Unless full cumulative distributions on all shares of Series D
Preferred Stock and Parity Stock shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past distribution periods and the then current
distribution period, no shares of Series D Preferred Stock or Parity Stock shall
be redeemed unless all outstanding shares of Series D Preferred Stock and Parity
Stock are simultaneously redeemed; provided, however, that the foregoing shall
not prevent redemption in accordance with Article V of the Charter of the
Corporation or the purchase or acquisition of shares of Series D Preferred Stock
or Parity Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of Series D Preferred Stock or Parity
Stock, as the case may be. Furthermore, unless full cumulative distributions on
all outstanding shares of Series D Preferred Stock and Parity Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past distribution periods and the
then current distribution period, the Corporation shall not purchase or
otherwise acquire directly or indirectly any shares of Series D Preferred Stock
or Parity Stock (except by conversion into or exchange for shares of capital
stock of the Corporation ranking junior to Series D Preferred Stock and Parity
Stock as to distributions and upon liquidation).
(c) Notice of redemption will be given by publication in a newspaper of
general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 nor more than 60 days
prior to the redemption date. A similar notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
holder of record of shares of Series D Preferred Stock at the address shown on
the share transfer books of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of Series D Preferred Stock to be
redeemed; (iii) the redemption price per share; (iv) the place or places where
certificates for shares of Series D Preferred Stock are to be surrendered for
payment of the redemption price; and (v) that distributions on shares of Series
D Preferred Stock will cease to accrue on such redemption date. If fewer than
all shares of Series D Preferred Stock are to be redeemed, the notice mailed to
each such holder thereof shall also specify the number of shares of Series D
Preferred Stock to be redeemed from each such holder. If notice of redemption of
any shares of Series D Preferred Stock has been given and if the funds necessary
for such redemption have been set aside by the Corporation in trust for the
benefit of the holders of shares of Series D Preferred Stock so called for
redemption, then from and after the redemption date, distributions will cease to
accrue on such shares of Series D Preferred Stock, such shares of Series D
Preferred Stock shall no longer be deemed outstanding and all rights of the
holders of such shares will terminate, except the right to receive the
redemption price.
(d) The holders of shares of Series D Preferred Stock at the close of
business on a Distribution Record Date will be entitled to receive the
distribution payable with respect to such shares of Series D Preferred Stock on
the corresponding Distribution Payment Date notwithstanding the redemption
thereof between such Distribution Record Date and the corresponding Distribution
Payment Date or the Corporation's default in the payment of the distribution
due. Except as provided above, the Corporation will make no payment or allowance
for unpaid distributions, whether or not in arrears, on shares of Series D
Preferred Stock which have been called for redemption.
(e) Series D Preferred Stock has no stated maturity and will not be subject
to any sinking fund or mandatory redemption, except as provided in Article V of
the Charter of the Corporation.
5. Voting Rights
(a) Except as indicated in this Section 5, or except as otherwise from time
to time required by applicable law, the holders of shares of Series D Preferred
Stock will have no voting rights.
(b) If six quarterly distributions (whether or not consecutive) payable on
shares of Series D Preferred Stock or any Parity Stock are in arrears (a
"Preferred Dividend Default"), whether or not earned or declared, the number of
directors then constituting the Board of Directors of the Corporation will be
increased by two, and the holders of shares of Series D Preferred Stock, voting
together as a class with the holders of shares of any other series of Parity
Stock other than the Corporation's Series B Cumulative Convertible Preferred
Stock (any such other series, the "Voting Preferred Stock"), will have the right
to elect two additional directors to serve on the Corporation's Board of
Directors at any annual meeting of stockholders or a properly called special
meeting by at least 20% of the holders of Series D Preferred Stock and such
other Voting Preferred Stock (unless such request is received less than 90 days
before the date fixed for the next annual or special meeting of stockholders)
until all such distributions have been declared and paid or set aside for
payment. A quorum for any such meeting shall exist if at least a majority of the
outstanding shares of Series D Preferred Stock and shares of Voting Preferred
Stock upon which like voting rights have been conferred and are exercisable are
represented in person or by proxy at such meeting. Such directors shall be
elected upon the affirmative vote of a plurality of the shares of Series D
Preferred Stock and such Voting Preferred Stock present and voting in person or
by proxy at a duly called and held meeting at which a quorum is present. If and
when all accumulated dividends and the dividend for the then current dividend
period on the Series D Preferred Stock shall have been paid in full or set aside
for payment in full, the holders thereof shall be divested of the foregoing
voting rights (subject to revesting in the event of each and every Preferred
Dividend Default) and, if all accumulated dividends and the dividend for the
then current dividend period have been paid in full or declared and set aside
for payment in full on all series of Voting Preferred Stock upon which like
voting rights have been conferred and are exercisable, the term of office of
each director so elected shall terminate. The directors so elected shall each be
entitled to one vote per director on any matter.
(c) So long as any shares of Series D Preferred Stock remain outstanding,
the Corporation will not without the affirmative vote or consent of the holders
of at least two-thirds of the shares of the Series D Preferred Stock outstanding
at the time, given in person or by proxy, either in writing or at a meeting
(voting separately as a class), (a) authorize or create, or increase the
authorized or issued amount of, any class or series of capital stock ranking
senior to the Series D Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up or
reclassify any authorized capital stock of the Corporation into such shares, or
create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (b) amend, alter or repeal
the provisions of the Corporation's Charter or the Articles Supplementary,
whether by merger, consolidation or otherwise (an "Event"), so as to materially
and adversely affect any right, preference, privilege or voting power of the
Series D Preferred Stock or the holders thereof; provided, however, with respect
to the occurrence of any Event set forth in (b) above, so long as the Series D
Preferred Stock remains outstanding with the terms thereof materially unchanged,
taking into account that upon the occurrence of an Event the Corporation may not
be the surviving entity, the occurrence of any such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
power of holders of the Series D Preferred Stock and provided further that: (i)
any increase in the amount of the authorized Preferred Stock or the creation or
issuance of any series of Preferred Stock, or (ii) any increase in the amount of
authorized shares of such series (including the Series D Preferred Stock), in
each case ranking on a parity with or junior to the Series D Preferred Stock
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
(d) Except as provided above and as required by law, the holders of Series
D Preferred Stock are not entitled to vote on any merger or consolidation
involving the Corporation, on any share exchange or on a sale of all or
substantially all of the assets of the Corporation.
6. Conversion.
The shares of Series D Preferred Stock are not convertible into or
exchangeable for any other property or securities of the Corporation, except
that each share of Series D Preferred Stock may be exchanged for shares of
Excess Stock as provided in Article V of the Charter of the Corporation.
7. Ranking
In respect of the right to the payment of dividends and the distribution of
assets in the event of any liquidation, dissolution or winding up of the affairs
of the Corporation, the Series D Preferred Stock shall rank: (i) senior to the
Corporation's Common Stock and to any other class or series of capital stock of
the Corporation other than any class or series referred to in clauses (ii) and
(iii) of this sentence, (ii) on parity with the Corporation's outstanding 9.00%
Series A Cumulative Redeemable Preferred Stock and Series B Cumulative
Convertible Preferred Stock and any class or series of capital stock of the
Corporation, the terms of which specifically provide that such class or series
of capital stock ranks on a parity with the Series D Preferred Stock as to the
payment of dividends and the distribution of assets in the event of any
liquidation, dissolution or winding up of the Corporation, and (iii) junior to
any class or series of capital stock of the Corporation ranking senior to the
Series D Preferred Stock as to the payment of dividends and the distribution of
assets in the event of any liquidation, dissolution or winding up of the
Corporation. For avoidance of doubt, debt securities of the Corporation which
are convertible into or exchangeable for shares of capital stock of the
Corporation shall not constitute a class or series of capital stock of the
Corporation.
8. Status of Redeemed Stock.
In the event any shares of Series D Preferred Stock shall be redeemed
pursuant to Section 4 hereof, the shares so redeemed shall revert to the status
of authorized but unissued shares of Series D Preferred Stock available for
future issuance and reclassification by the Corporation.
(Signature page follows)
IN WITNESS WHEREOF, EASTGROUP PROPERTIES, INC. has caused these presents to
be signed in its name and on its behalf by its President and witnessed by its
Secretary on June 2, 2003.
WITNESS: EASTGROUP PROPERTIES, INC.
/s/ N. KEITH MCKEY By: /s/ DAVID H. HOSTER II
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N. Keith McKey, Secretary David H. Hoster II, President
THE UNDERSIGNED, President of EASTGROUP PROPERTIES, INC., who executed on
behalf of the Corporation the Articles Supplementary of which this certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that the matters and facts set forth herein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ DAVID H. HOSTER II
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David H. Hoster II