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): March 7, 1996
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COPLEY PROPERTIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8927 04-2866555
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(Commission File Number) (IRS Employer Identification No.)
399 Boylston Street, Boston, MA 02116
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(Address of principal executive offices) (Zip Code)
(617) 578-1200
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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)
Item 5. Other Events.
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On February 12, 1996, Copley Properties, Inc. ("Copley") and EastGroup
Properties ("EastGroup") entered into a merger agreement (the "Agreement")
whereby (i) Copley will merge with and into EastGroup, (ii) the separate
corporate existence of Copley will cease and (iii) EastGroup will become the
surviving corporation (the "Merger"). Under the terms of the Agreement, each
share of Copley's common stock will be converted into shares of beneficial
interest of EastGroup with a value of $15.60 (subject to certain limitations).
The Agreement also provides, however, that if Copley sells its interest in
University Business Center Associates ("UBC") to Copley's joint venture partner
prior to the closing of the Merger, the proceeds from the sale of the interest
in UBC equal to $3.60 per share will be distributed to Copley's stockholders
prior to the Merger and each share of Copley's common stock will be converted
into EastGroup shares of beneficial interest with a value of $12.00 (subject to
certain limitations).
On March 7, 1996, Copley was notified by its joint venture partner in UBC
that the joint venture partner has elected not to exercise its option to
purchase Copley's interest in UBC.
The value at which each share of Copley's common stock will be converted
into EastGroup shares of beneficial interest is subject to adjustment in the
event certain other cash distributions are made to Copley stockholders prior to
the effective date of the Merger.
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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 hereunto duly authorized.
Date: March 11, 1996 COPLEY PROPERTIES, INC.
(Registrant)
By: /s/ Mary L. Lentz
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Mary L. Lentz
Chief Operating Officer
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