-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4Ayj2tKzbWtU3q627kN6ehG0limjqqJCipvZLeOnvM4Qd2d37xpVaEgdYJhDcKN EuUaKpCI1QrQmXLbojAytw== 0000049600-04-000011.txt : 20041222 0000049600-04-000011.hdr.sgml : 20041222 20041221173610 ACCESSION NUMBER: 0000049600-04-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTGROUP PROPERTIES INC CENTRAL INDEX KEY: 0000049600 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132711135 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07094 FILM NUMBER: 041218421 BUSINESS ADDRESS: STREET 1: P O BOX 22728 CITY: JACKSON STATE: MS ZIP: 39202 BUSINESS PHONE: 6013543555 MAIL ADDRESS: STREET 1: P O BOX 22728 CITY: JACKSON STATE: MS ZIP: 39202 FORMER COMPANY: FORMER CONFORMED NAME: EASTGROUP PROPERTIES II INC DATE OF NAME CHANGE: 19970529 FORMER COMPANY: FORMER CONFORMED NAME: ICM REALTY DATE OF NAME CHANGE: 19830719 8-K 1 form8k.txt FORM 8-K UNITED STATES 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): December 20, 2004 EASTGROUP PROPERTIES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Maryland 1-07094 13-2711135 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201 ----------------------------------------------------------------- (Address of Principal Executive Offices, including zip code) (601) 354-3555 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (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 8.01. Other Events On December 20, 2004, we entered into an amendment to our Shareholder Rights Agreement with our Rights Agent. The amendment changes the Rights Agreement to provide for a review of the Rights Agreement by a committee comprised entirely of independent directors at least every three years. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits. A list of exhibits is set forth in the Exhibit Index which immediately precedes such Exhibits and is incorporated herein by reference. 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: December 21, 2004 EASTGROUP PROPERTIES, INC. By: /s/ N. KEITH MCKEY -------------------------- N. Keith McKey Executive Vice President, Chief Financial Officer and Secretary Page 2 of 3 Pages Exhibit Index Exhibit No. Description - ----------- ------------ 99.1 First Amendment to Rights Agreement dated December 20, 2004 between EastGroup Properties, Inc. and Equiserve Trust Company, N.A., as Rights Agent. Page 3 of 3 Pages EX-99 2 amendment.txt FIRST AMENDMENT TO RIGHTS AGREEMENT Exhibit 99.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This is the FIRST AMENDMENT dated December 20, 2004 to the Rights Agreement dated as of December 3, 1998 (the "Rights Agreement") between EASTGROUP PROPERTIES, INC., a Maryland corporation (the "Company"), and EQUISERVE TRUST COMPANY, N.A. (successor to Harris Trust and Savings Bank), as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in the First Amendment to Rights Agreement; NOW THEREFORE, the parties hereto agree as follows: 1. The Rights Agreement is amended by the addendum new Section 34 Section 34. Independent Director Review. It is understood that the Nominating and Corporate Governance Committee of the Board (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interest of the Company, its stockholders and any other relevant constituencies of the Company at least every three years or sooner than that in the event that any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following such review, the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. 2. All other provisions of the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed the First Amendment to Rights Agreement the date first above written. EASTGROUP PROPERTIES, INC. by: /s/ N. Keith McKey -------------------------------- N. Keith McKey Chief Financial Officer EQUISERVE TRUST COMPANY, N.A. by: /s/ Thomas F. Tighe --------------------------------- Thomas F. Tighe Managing Director -----END PRIVACY-ENHANCED MESSAGE-----