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 6, 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 1.01. Entry into a Material Definitive Agreement
On December 6, 2004, EastGroup Properties, Inc. (the "Company"), renewed its
$175,000,000 unsecured revolving credit facility (the "Facility") with a group
of nine banks which was arranged by PNC Capital Markets, Inc. The Facility
replaced the Company's existing unsecured revolving credit facility. PNC Bank is
the lead arranger and administrative agent for the Facility, which includes
Commerzbank, AmSouth Bank, Wells Fargo Bank, SunTrust Bank, U.S. Bank, Compass
Bank, Trustmark National Bank and SouthTrust Bank.
The Facility provides for a $175,000,000 revolving credit facility maturing in
January 2008 and can be expanded by $100 million and has a one-year extension at
the Company's option. The interest rate on the Facility is based on the LIBOR
index and varies according to debt-to-total asset value ratios, with an annual
facility fee of 20 basis points. The Company's current interest rate under the
Facility is LIBOR plus 0.95%.
The Facility contains customary covenants for facilities of this type, including
restrictions on indebtedness and liens, limitations on mergers and the sale of
assets, and maintaining certain financial ratios. The Facility also provides for
customary events of default, including failure to pay principal, interest or
fees when due, failure to comply with covenants, if any representations or
warranty made by the Company is false in any material respect, default under
certain other indebtedness, certain insolvency or receivership events affecting
the Company and its subsidiaries, the occurrence of certain material judgments,
or a change in control of the Company. The Company expects to use the line of
credit for general corporate purposes.
The foregoing summary description of the Facility does not purport to be
complete and is qualified in its entirety by reference to the FIRST AMENDED AND
RESTATED CREDIT AGREEMENT Dated December 6, 2004 among EASTGROUP PROPERTIES,
L.P.; EASTGROUP PROPERTIES, INC.; PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent; COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH, AND
SUNTRUST BANK as Co-Syndication Agents; AMSOUTH BANK AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Co-Documentation Agents; PNC CAPITAL MARKETS, INC., as
Sole Lead Arranger and Sole Bookrunner; and the Lenders (the "Agreement"). A
copy of the Agreement will be filed as an exhibit to the Company's 2004 Annual
Report on Form 10-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement
See Item 1.01 above.
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: February 14, 2005
EASTGROUP PROPERTIES, INC.
By:/s/ N. KEITH MCKEY
-----------------------------------
N. Keith McKey
Executive Vice President, Chief
Financial Officer and Secretary
Page 3 of 3 Pages