UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 28, 2005
EASTGROUP PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-07094 13-2711135
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201
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(Address of Principal Executive Offices, including zip code)
(601) 354-3555
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Page 1 of 3 Pages
ITEM 1.01. Entry into a Material Definitive Agreement
On March 28, 2005, EastGroup Properties, Inc. (the "Company") entered into an
underwriting agreement with Citigroup Global Markets Inc., as underwriter, and
agreed to sell 800,000 shares of common stock to Citigroup Global Markets Inc.
with net proceeds to the Company of $36.90 per share (before deducting
transaction expenses). Closing of the offering is expected to occur on March 31,
2005. The Company has also granted Citigroup Global Markets Inc. a 30-day option
to purchase up to 120,000 additional shares to cover over-allotments, if any.
The underwriting agreement contains customary representations and warranties on
the Company's part. The underwriting agreement also contains customary
indemnification and contribution provisions whereby the Company and the
underwriter have agreed to indemnify each other against certain liabilities. The
common stock is being offered and sold pursuant to a prospectus supplement dated
March 28, 2005 filed with the SEC pursuant to Rule 424(b)(5) promulgated under
the Securities Act of 1933 in connection with our shelf Registration Statement
on Form S-3 (Reg. No. 333-109769) declared effective by the SEC on November 3,
2003.
On March 28, 2005, the Company issued a press release announcing this offering
(see exhibit 99 which is incorporated herein by reference).
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits.
(1) Underwriting Agreement between EastGroup Properties, Inc. and Citigroup
Global Markets Inc., dated March 28, 2005.
(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).
(99) Press release dated March 28, 2005.
Page 2 of 3 Pages
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: March 30, 2005
EASTGROUP PROPERTIES, INC.
By: /s/ N. KEITH MCKEY
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N. Keith McKey
Executive Vice President,
Chief Financial Officer and Secretary
Page 3 of 3 Pages