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): June 8, 2006
EASTGROUP PROPERTIES, INC.
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(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:
[] 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 8.01. Other Events
We expect to file an automatic shelf registration statement on Form S-3 to
register securities during June 2006. In connection with the expected filing, we
have reclassified the operations of certain properties we have sold that
occurred subsequent to December 31, 2005 into discontinued operations within our
consolidated financial statements and notes to consolidated financial statements
that were previously filed in our 2005 Annual Report on Form 10-K.
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, requires us to report in
discontinued operations the results of operations of a property that has either
been disposed of or is classified as held for sale, unless certain conditions
are met. SFAS No. 144 further requires us to reclassify results of operations
from a property disposed of or held for sale as income from discontinued
operations during all reported periods. The purpose of this Current Report on
Form 8-K is to set forth audited consolidated financial statements of EastGroup
Properties, Inc. for the years ended December 31, 2005, 2004 and 2003, including
revised notes thereto, which reflect the impact of reclassifying results of
operations from properties sold subsequent to December 31, 2005 in accordance
with SFAS No. 144.
During the three-month period ended March 31, 2006, we sold three
properties owned by us and not classified as assets held for sale as of December
31, 2005. The results of operations from such properties have been reclassified
as income from discontinued operations for the years ended December 31, 2005,
2004 and 2003 in the accompanying consolidated financial statements and notes to
consolidated financial statements. There is no effect on the previously reported
net income available to common stockholders.
Management does not believe that this reclassification in accordance with
SFAS No. 144 has a material effect on our selected consolidated financial data
or management's discussion and analysis of financial condition and results of
operations for the years ended December 31, 2005, 2004 and 2003 as previously
reported in our 2005 Annual Report on Form 10-K. We are not revising
Management's Discussion and Analysis included in our 2005 Annual Report on Form
10-K given the insignificance of the reclassified amounts.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
23 Consent of KPMG LLP
99.1 Report of Independent Registered Public Accounting Firm
99.2 Consolidated Financial Statements and Notes to Consolidated
Financial Statements - Years Ended December 31, 2005, 2004 and
2003
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: June 8, 2006
EASTGROUP PROPERTIES, INC.
By: /s/ BRUCE CORKERN
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Bruce Corkern
Chief Accounting Officer,
Senior Vice President and Controller
Page 3 of 3 Pages