U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------------------------------- FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------------------------------------- For Quarter Ended: March 31, 1997 ------------------ Commission File Number: 1 - 7094 -------- EASTGROUP PROPERTIES ---------------------------------------------------------- (Exact name of Registrant specified in its charter) Maryland 13-2711135 - ------------------------------- --------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 300 One Jackson Place 188 East Capitol Street P.O. Box 22728 Jackson, Mississippi 39201-2195 - ---------------------------------------- ------------------ (Address of principal executive offices) Zip Code Issuer's telephone number, including area code (601) 354-3555 --------------- - ----------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --------- ---------- 12,674,234 shares of beneficial interest ($1.00 par value) were outstanding at May 12, 1997. EASTGROUP PROPERTIES FORM 10-Q TABLE OF CONTENTS FOR THE QUARTER ENDED MARCH 31, 1997 - ----------------------------------------------------------------- Pages Part I. Financial Information Item 1. Consolidated financial statements Consolidated balance sheets, March 31, 1997 and December 31, 1996 3 Consolidated statements of income for the three months ended March 31, 1997 and 1996 4 Consolidated statements of cash flow for the three months ended March 31, 1997 and 1996 5 Consolidated statements of changes in shareholders' equity for the three months ended March 31, 1997 and 1996 7 Notes to consolidated financial statements 8 Item 2. Management's discussion and analysis of financial condition and results of operations 10 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 17 Signatures Authorized signatures CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) March 31, December 31, 1997 1996 ----------- ---------- (Unaudited) Assets Real estate properties: Industrial $ 188,589 186,908 Industrial Development 3,933 1,925 Office Buildings 39,256 38,912 Apartments 37,624 37,494 ------------ ---------- 269,402 265,239 Less accumulated depreciation (24,832) (22,703) ------------ ---------- 244,570 242,536 Real estate held for sale: Land 585 585 Operating properties 14,323 14,293 less accumulated depreciation (969) (859) Investment in joint venture 4,384 4,367 ------------ ---------- 18,323 18,386 Mortgage loans 11,871 12,503 Land purchase-leasebacks 527 527 Investment in real estate investment trusts 2,912 934 Cash and cash equivalents 8,291 438 Other assets 6,617 6,131 ------------ --------- $ 293,111 281,455 ============ ========= Liabilities and Shareholders' Equity Liabilities Mortgage notes payable $ 104,542 115,116 Notes payable to banks 881 13,962 Accounts payable and accrued expenses 1,963 2,893 Minority interests 3,215 3,141 Other liabilities 1,039 1,017 ------------ --------- 111,640 136,129 ------------ --------- Shareholders' Equity Shares of beneficial interest, par value $1.00 per share; authorized 20,000,000 shares; issued 12,673,503 shares in 1997 and 10,548,965 in 1996 12,674 10,549 Additional paid-in-capital 158,582 123,780 Undistributed earnings 9,945 10,997 Unrealized gain on securities 270 - ------------ --------- 181,471 145,326 ------------ --------- $ 293,111 281,455 ============ ========= See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Ended March 31, -------------------------- 1997 1996 ----------- ---------- Revenues Income from real estate operations $ 11,197 $ 6,853 Interest: Mortgage loans 520 246 Other 85 - Other 187 313 ----------- ---------- 11,989 7,412 ----------- ---------- Expenses Operating expenses from real estate operations 3,332 2,741 Interest expense 2,436 1,527 Depreciation and amortization 2,394 1,424 Minority interests in joint ventures 158 32 General and administrative expenses 694 512 ----------- ---------- 9,014 6,236 ----------- ---------- Income before gains on investments 2,975 1,176 ----------- ---------- Gains on investments Real estate 112 1,353 ----------- ---------- Net Income $ 3,087 $ 2,529 =========== ========== Net Income per share of beneficial interest $ .26 $ .40 =========== ========== Weighted average shares outstanding 11,722 6,353 =========== ========== See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (In thousands) Three Months Ended March 31, -------------------------- 1997 1996 ----------- ---------- Operating Activities Net income $ 3,087 $ 2,529 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,394 1,424 Gain on investments, net (112) (1,353) Other (44) - Changes in operating assets and liabilities: Accrued income and other assets (1,606) (1,145) Accrued payable, accrued expenses and other liabilities (545) (592) ----------- ---------- Net cash provided by operating activities 3,174 863 ----------- ---------- Investing Activities Payments on mortgage loans receivable, net of amortization of loan discounts 632 - Sale of real estate investments - 4,146 Real estate development (2,008) - Purchases of real estate (1,083) - Purchases of real estate investment trust shares (1,708) - Purchases of real estate improvements (1,101) (1,249) Return of capital dividends - - Change in other investment assets 918 - ----------- ---------- Net cash (used in) provided by investing activities (4,350) 2,897 ----------- ---------- Financing Activities Proceeds from bank borrowings 18,605 5,119 Proceeds from mortgage notes payable 9,250 - Principal payments on bank borrowings (31,686) (3,438) Principal payments on mortgage notes payable (19,823) (3,456) Distributions paid to shareholders (4,139) (1,995) Purchases of shares of beneficial interest (150) - Net proceeds from issuance of shares of beneficial interest 36,654 - Proceeds on exercise of stock options 254 128 Proceeds from dividend reinvestment plan 64 - ----------- ---------- Net cash provided by (used in) financing activities 9,029 (3,642) ----------- ---------- Increase in cash and cash equivalents 7,853 118 Cash and cash equivalents at beginning of period 438 26 ----------- ---------- Cash and cash equivalent at end of period $ 8,291 $ 144 =========== ========== Supplemental Cash Flow Information: Cash paid for interest 2,453 1,434 See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (In thousands, except for per share data) Three Months Ended March 31, -------------------------- 1997 1996 ----------- ---------- Shares of beneficial interest, $1.00 par value Balance at beginning $ 10,549 $ 6,347 Issuance of shares 2,100 - Exercise of options 23 11 Purchase and retirement of shares (8) - Issuance of shares, incentive compensation 7 10 Issuance of shares in dividend reinvestment plan 3 - ----------- ---------- Balance at end of period 12,674 6,368 ----------- ---------- Additional paid-in-capital Balance at beginning 123,780 66,229 Issuance of shares 34,554 - Exercise of options 232 117 Purchase and retirement of shares (142) - Issuance of shares, incentive compensation 97 117 Issuance of shares in dividend reinvestment plan 61 - ----------- ---------- Balance at end of period 158,582 66,463 ----------- ---------- Undistributed earnings Balance at beginning of period 10,997 9,657 Net income 3,087 2,529 Cash dividends declared: $.33 per share in 1997, and $.32 per share in 1996 (4,139) (1,995) ----------- ---------- Balance at end of period 9,945 10,191 ----------- ---------- Unrealized gain on securities Balance at beginning of period - 667 Change in unrealized gain 270 1,156 ----------- ---------- Balance at end of period 270 1,823 ----------- ---------- Total shareholders' equity $ 181,471 $ 84,845 =========== ========== See accompanying notes to consolidated financial statements Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the annual report and the notes thereto. (2) Reclassifications Certain reclassifications have been made in the fiscal 1996 financial statements to conform to the fiscal 1997 classifications. (3) Share Split On March 20, 1997, the Trust announced that its Board of Trustees approved a three-for-two share split in the form of a share dividend of one share for every two shares outstanding. The share dividend will be distributed on April 7, 1997 to shareholders of record as of March 31, 1997. All share and per share amounts have been restated to recognize the split. (4) Subsequent Events The Trust purchased the following industrial properties subsequent to March 31, 1997: Date Purchase Property Location Size acquired price - ----------- ---------- -------------- -------- ---------- Palm River I Tampa, FL 72,000 sq. ft. 4-30-97 $2,660,000 Palm River II - land Tampa, FL - 4-30-97 652,000 West Loop II Houston, TX 77,000 sq. ft. 5-02-97 2,960,000 Lockwood Houston, TX 392,000 sq. ft 5-09-97 6,200,000 ----------- $12,472,000 =========== The Trust has entered into contracts to purchase three industrial properties located in Jackson, Mississippi, Tucson, Arizona and Fort Lauderdale, Florida. The total investment in these properties is estimated to be $13,178,000 and the closings are scheduled for June 1997. (5) Accounting Changes In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128, "Earnings per Share". SFAS No. 128 establishes standards for computing and presenting earnings per share and applies to entities with publicly held common stock or potential common stock. This statement replaces the presentation of primary earnings per share with a presentation of basic earnings per share. It also requires dual presentation of basic and diluted earnings per share on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation between basic and diluted earnings per share. SFAS No. 128 is effective for fiscal years ending after December 15, 1997, the adoption of this statement is not expected to have a material impact on the 1997 consolidated financial statements. Also in February 1997, the FASB issued SFAS No. 129, "Disclosure of Information about Capital Structure". This statement establishes standards for disclosing information about an entity's capital structure. This statement is effective for fiscal years ending after December 15, 1997. The adoption of this statement is not expected to have a material impact on the 1997 consolidated financial statements. (6) Forward Looking Statements Certain statements contained in this Form 10-Q may be deemed to be forward-looking statements within the meaning of the federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Factors that could cause actual results to differ materially from the Company's current expectations include general economic conditions, local real estate conditions, the performance of properties that the Company has acquired or may acquire and other risks, detailed from time to time in the Company's past and future SEC reports. EASTGROUP PROPERTIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION: On March 20, 1997, the Trust announced that its Board of Trustees approved a three-for-two share split in the form of a share dividend of one share for every two shares outstanding. The share dividend will be distributed on April 7, 1997 to shareholders of record as of March 31, 1997. All shares and per share amounts have been restated to recognize the split. (Comments are for the balance sheet dated March 31, 1997, compared to December 31, 1996.) Assets of EastGroup Properties ("EastGroup" or the "Trust") were $293,111,000 at March 31, 1997, an increase of $11,656,000 from December 31, 1996. Liabilities decreased $24,489,000 to $111,640,000 during the same period. Book value per share increased from $13.78 at December 31, 1996 to $14.32. Real estate properties and real estate held for sale increased $4,193,000 during the first quarter of 1997 as a result of the following (in thousands): Real estate acquired Interchange A Distribution Center $1,082,000 Capital improvements on Trust properties 1,101,000 Development costs Rampart Distribution II 608,000 Chancellor Center 598,000 Walden Distribution-land 802,000 ---------- $4,193,000 ========== The Trust acquired the Interchange A Distribution Center, a 33,000 square foot industrial complex in Jackson, Mississippi and the Walden Distribution land in Tampa, Florida in March 1997. The Trust will begin construction of the 122,300 square foot Walden Distribution Center, the first building of a two building complex in May 1997. In addition, the Trust is developing the Rampart Distribution Center II, a 66,000 square foot industrial building on land adjacent to Rampart Distribution Center I in Denver, Colorado, at an estimated cost of approximately $3,250,000, and the Chancellor Distribution Center, a 51,100 square foot industrial building on land adjacent to the rear of Exchange Distribution Center in Orlando, Florida, at an estimated cost of approximately $1,900,000. Accumulated depreciation on real estate properties and real estate held for sale increased due to depreciation expense of $2,239,000. Mortgage loans receivable decreased $632,000 during the first quarter of 1997 as a result of the payoff of the Baygreen mortgage note receivable (acquired in the Copley merger) of $700,000 and principal payments received of $82,000. These decreases were offset by the amortization of loan discounts of $150,000. Investments in real estate investment trusts increased from $934,000 at December 31, 1996 to $2,912,000 at March 31, 1997. This increase was due to $1,708,000 in purchases of stock in another real estate investment trust. Also, the Trust recognized an unrealized gain of $270,000 on the Trust's available-for-sale securities in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Mortgage notes payable decreased $10,574,000 during the first quarter of 1997, as a result of regularly scheduled principal payments of $538,000, and the payoff of the following mortgages: $2,524,000 on the Nobel Center mortgage, $5,138,000 on the Dominguez Distribution Center mortgage, $3,373,000 on the Metro Business Park mortgage and $8,250,000 on the University Business Center mortgage. These decreases were offset by the placement of a $9,250,000 mortgage on the University Business Center with an interest rate of 7.45%, monthly principal and interest of $74,235 and a maturity date of February 28, 2002. Notes payable to banks decreased from $13,962,000 at December 31, 1996 to $881,000 at March 31, 1997, as a result of borrowings of $18,605,000 and payments of $31,686,000. As of March 31, 1997, the acquisition line had a balance of $0 and the working capital line had a balance of $881,000. The interest rate on both the working capital line and the acquisition line at March 31, 1997 was LIBOR plus 1.85% (or 7.225%). On March 27, 1997, the Trust renegotiated the interest rate on both the working capital line and the acquisition line and reduced the rates effective April 9, 1997 to LIBOR plus 1.75%. Shares of beneficial interest increased 2,124,538 shares as a result of 2,100,000 shares issued under an existing shelf registration, 22,875 stock options exercised, 8,268 shares retired, 6,490 shares issued in payment of incentive compensation and 3,441 shares issued in the Trust's dividend reinvestment plan. Unrealized gain on securities increased $270,000 as a result of unrealized gain recorded on the Trust's investment in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Undistributed earnings decreased from $10,997,000 at December 31, 1996 to $9,945,000 at March 31, 1997, as a result of dividends of $4,139,000 exceeding net income for financial reporting purposes of $3,087,000. RESULTS OF OPERATIONS: (Comments are for the three months ended March 31, 1997, compared to the three months ended March 31, 1996. Net income for the three months ended March 31, 1997 was $3,087,000 ($.26 per share), compared to net income for the three months ended March 31, 1996 of $2,529,000 ($.40 per share). Income before gains on investments was $2,975,000 and $1,176,000 for the three months ended March 31, 1997 and 1996. Gains on investments were $112,000 and $1,353,000 for the three months ended March 31, 1997 and 1996. Property net operating income (PNOI) from real estate properties, defined as income from real estate operations less property operating expenses (before interest expense and depreciation) increased by $3,753,000 or 91% for the three months ended March 31, 1997, compared to the three months ended March 31, 1996. Property net operating income (loss) and percentage leased by property type were as follows: PNOI Percent Three Months Ended Leased ------------------ ------ 1997 1996 1997 ------ ------ ------ (In thousands) Industrial $ 5,274 2,133 97% Office Buildings 1,463 705 90% Apartments 938 1,281 99% Other 190 (7) ------- ------ Total PNOI $ 7,865 4,112 ======= ====== PNOI from industrial properties increased $3,141,000 for the three months ended March 31, 1997, compared to March 31, 1996. Industrial properties held throughout the three months ended March 31, 1997 and 1996, showed an increase in PNOI of 1.6% for 1997 compared to 1996. PNOI from industrial properties increased $2,698,000 for the three months ended March 31, 1997, as a result of the industrial properties received in the mergers with LNH and Copley. Also contributing to this increase in PNOI from industrial properties was the acquisition of Walnut Business Center, a 234,070 square foot industrial complex in Fullerton, California, in August 1996 and Braniff Park West, a 259,352 square foot industrial complex in Tulsa, Oklahoma, in September 1996. PNOI from the Trust's office buildings increased $758,000 for the three months ended March 31, 1997, compared to March 31, 1996. The increase for the three months ended March 31, 1997 is due primarily to the PNOI of $625,000 from the office buildings received in the merger with Copley, and the increase of 18.9% in PNOI from office properties held throughout the three months ended March 31, 1997 and 1996. PNOI from the Trust's apartment properties decreased $343,000 for the three months ended March 31, 1997, compared to March 31, 1996. This decrease is primarily attributable to the sale of the Garden Villa Apartments in January 1996, the Pin Oaks and EastGate Apartments in November 1996 and the Plantation Apartments in December 1996. Apartment properties held throughout the three months ended March 31, 1997 and 1996 showed an increase in PNOI of 1.4%. Interest income on mortgage loans increased $274,000 for the three months ended March 31, 1997 compared to 1996. The following is a breakdown of interest income for the three months ended March 31, 1997 compared to 1996: March 31, --------------------- 1997 1996 --------- -------- (In thousands) Interest income from: Land mortgage loans $ 225 - Apartment mortgage loans 131 129 Motel mortgage loans 93 108 Other mortgage loans 68 5 25% joint venture mortgage loans 3 4 ------- ------- $ 520 246 ======= ======= Interest income from land mortgage loans increased as a result of interest income on loans received in the merger with LNH. The LNH loans were discounted to present value at the merger date. This discount is being amortized over the life of the loans and amounted to $101,000 for the three months ended March 31, 1997 and is included in interest income. Due to uncertainty of collection, interest income from the motel mortgage loans is recorded as received, and the notes have been written down to their net realizable value. Other mortgage loans increased primarily as a result of interest income on loans received in the mergers with LNH and Copley. Interest expense increased $909,000 for the three months ended March 31, 1997 compared to 1996. Average bank borrowings were $8,895,000 during the three months ended March 31, 1997 compared to $3,970,000 during the same period of 1996. Bank interest rates at March 31, 1997 and 1996 were 7.225%(LIBOR plus 1.85%)and 7.0309% (LIBOR plus 2.0%), respectively. Interest expense on real estate properties increased primarily as a result of the new UBC mortgage and the mortgages assumed in the Copley merger. This increase in interest expense was offset by the payoff of the Nobel Center mortgage and the sale of the Garden Villa Apartments and the Plantations Apartments in 1996. Depreciation and amortization increased $970,000 for the three months ended March 31, 1997 compared to 1996, primarily as a result of the properties acquired in the Copley and LNH mergers, offset by the sale of the Garden Villa Apartments, the Pin Oaks Apartments, Plantations Apartments and the EastGate Apartments. The increase in general and administrative expenses from $512,000 for the three months ended March 31, 1996 to $694,000 for the three months ended March 31, 1997 is primarily due to an increase in costs as a result of the Copley and LNH mergers. In March 1997, the Trust recognized deferred gains of $112,000 from previous sales. In January 1996, the Trust sold the Garden Villa Apartments in Seattle, Washington for a net sales price of $4,068,000 and the assumption of debt of $3,132,000, and for financial reporting purposes recognized a gain of $1,353,000. NAREIT has recommended supplemental disclosures concerning capital expenditures, leasing costs, financing costs and straight- line rents. The Trust expenses apartment unit turnover cost such as carpet, painting and small appliances. Capital expenditures for the three months ended March 31, 1997 and 1996 by category are as follows: March 31, ------------------ 1997 1996 -------- ------- (In thousands) Upgrades on acquisitions $ 197 76 New development 2,008 - Major renovation 41 671 Tenant improvements: New tenants 390 282 Renewal tenants 219 88 Other 254 132 ------- ------- $ 3,109 1,249 ======= ======= The Trust's leasing costs are capitalized and included in other assets. The costs are amortized over the life of the lease and are included in depreciation and amortization expense. A summary of these costs is as follows: Three Months Ended March 31, ----------------- 1997 1996 ------- ------- (In thousands) Capitalized leasing costs: New tenants (old space) $ 105 106 New tenants (first generation) 24 - Renewal tenants 121 94 ------ ------ $ 250 200 ====== ====== Amortization of leasing costs $ 154 131 ====== ====== Liquidity and Capital Resources Net cash provided by operating activities was $3,174,000 for the three months ended March 31, 1997. The Trust distributed $4,139,000 in dividends. Other sources of cash were collections on mortgage loan receivables, mortgage borrowings and bank borrowings. Primary uses of cash were for capital improvements at the various properties, construction and development of properties, purchases of real estate investments, bank debt payments, mortgage note payments and purchases of real estate investment trust shares. Total debt at March 31, 1997 is as follows: March 31, ------------------- 1997 1996 --------- -------- (In thousands) Mortgage notes payable - fixed rate $ 104,542 63,747 Bank notes payable - floating rate 881 6,040 --------- -------- Total debt $ 105,423 69,787 ========= ======== The Trust currently has a working capital line of credit of $20,000,000 and an acquisition line of credit of $15,000,000 available for the acquisition of properties and other working capital requirements. The interest rate on both the working capital line and the acquisition line at March 31, 1997 was LIBOR plus 1.85% (or 7.225%). On March 27, 1997, the Trust renegotiated the interest rate on both the working capital line and the acquisition line and reduced the rates effective April 9, 1997 to LIBOR plus 1.75%. There is also a .125% fee on the unused amount of the $20 million credit line and the $15 million acquisition credit line. As of March 31, 1997, the acquisition line had a balance of $0 and the working capital line had a balance of $881,000. Also, the working capital line and the acquisition line mature September 30, 1997 and April 30, 1999, respectively. Budgeted capital expenditures for the year ending December 31, 1997 are as follows: (In thousands) -------------- Upgrades on acquisitions $ 372 Major renovations 216 New development 14,623 Tenant Improvements: New tenants 1,935 New tenants - first generation 412 Renewal tenants 328 Other 1,087 ------------- $ 18,973 ============= The Trust anticipates that its current cash balance, operating cash flows and borrowings (including borrowings under the working capital line of credit) will be adequate to pay the Trust's (i) operating and administrative expenses, (ii) debt service obligations, (iii) distributions to shareholders, (iv) capital improvements, (v) purchases of properties and (vi) normal repair and maintenance expenses at its properties both in the short and long term. On February 4, 1997, the Trust announced the offering of 1,875,000 shares of Beneficial Interest under its existing shelf registration statement. The shares were sold to institutional investors. The net proceeds of the offering (approximately $32,703,000, net of underwriting commissions and expenses) were used for the repayment of approximately $30,000,000 of outstanding indebtedness and to fund working capital requirements, including the acquisition of industrial properties. On February 28, 1997, the underwriter notified the Trust of its intention to exercise its over-allotment option to purchase an additional 225,000 shares. This transaction closed on February 28, 1997 and the Trust received net proceeds of $3,951,000 for working capital requirements. On March 20, 1997, the Trust purchased Interchange A (33,000 square feet) in Jackson, Mississippi for a total investment of approximately $1,082,000. On March 20, 1997, the Trust announced that its Board of Trustees approved a three-for-two share split in the form of a share dividend of one share for every two shares outstanding. The share dividend will be distributed on April 7, 1997 to shareholders of record as of March 31, 1997. All share and per share amounts have been restated to recognize the split. The Trust has entered into contracts to purchase three industrial properties located in Jackson, Mississippi, Tucson, Arizona and Fort Lauderdale, Florida. The total investment in these properties is estimated to be $13,178,000 and the closings are scheduled for June 1997. EASTGROUP PROPERTIES PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule attached hereto. (b) Reports on Form 8-K None SIGNATURE 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 thereunto duly authorized. DATED: May 15, 1997 EASTGROUP PROPERTIES \s\ Diane W. Hayman - ------------------------ Diane W. Hayman, CPA Controller \s\ N. Keith McKey - ---------------------- N. Keith McKey, CPA Executive Vice President, Chief Financial Officer and Secretary