<PAGE> 1
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
AMENDMENT TO FORM 10-KSB
FILED PURSUANT TO
THE SECURITIES EXCHANGE ACT OF 1934
THE PARKWAY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report on Form
10-KSB for the year ended December 31, 1995 as set forth in the pages attached
hereto:
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Item 12. Certain Relationships and Related Transactions.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED: April 25, 1996
THE PARKWAY COMPANY
By /s/Sarah P. Clark
-------------------------------
Sarah P. Clark
Vice President, Chief Financial
Officer and Secretary
<PAGE> 2
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
BOARD OF DIRECTORS
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The table below sets forth certain information regarding the
current members of the Board of Directors of The Parkway Company (the
"Company").
<TABLE>
<CAPTION>
Name, Position and Principal Occupation and Business
Tenure with the Company Age Experience for Past Five Years (1)
- ----------------------- --- ----------------------------------
<S> <C> <C>
Daniel C. Arnold 66 Private Investor; Director of Farm & Home Financial
Director since 1994 Corporation from 1989 to 1994 and its Chairman of the Board,
President and Chief Executive Officer from 1989 to 1991.
H.C. Bailey, Jr. 56 President of H.C. Bailey Company (real estate development
Director since 1988 and investment); Chairman of the Board and President of
Security Savings & Loan Association(2) until 1992; President
of Bailey Mortgage Company (mortgage banking) until 1992.
George R. Farish 43 Chief Executive Officer of Houston Savings Association.
Director since 1981
Roger P. Friou 61 President and Vice Chairman of Jitney Jungle Stores of
Director since 1995 America, Inc. (a retail supermarket chain).
B. Pat Green, Jr. 63 Chairman of Green Oil Company, Inc. (a retail chain of
Director since 1981 gasoline stations and car washes); sole proprietor of Green
Investment Company (real estate development).
Sidney W. Lassen 61 Chairman and Chief Executive Officer of Sizeler Property
Director since 1993 Investors, Inc. (a real estate investment trust); Chief
Executive Officer of Sizeler Realty Co., Inc. (a real estate
company).
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
Name, Position and Principal Occupation and Business
Tenure with the Company Age Experience for Past Five Years (1)
- ----------------------- --- ----------------------------------
<S> <C> <C>
Joe F. Lynch 63 Consultant to the Company since 1994; Chairman of the Board
Director since 1994 and Chief Executive Officer of First Continental Corporation
(a real estate company) since 1994; Chairman of the Board
and Chief Executive Officer of First Continental Real Estate
Investment Trust from 1989 to 1994; Vice Chairman of the
Board of Farm & Home Financial Corporation and of Farm &
Home Savings Association from 1991 to 1994.
C. Herbert Magruder 63 Physician and a partner in the medical firm of Carolina
Director since 1988 Pathology Associates.
W. Lincoln Mossop, Jr. 61 General partner, President and Chief Executive Officer of
Director since 1986 Barrett & Co. (securities brokers and dealers and a member
firm of the Boston Stock Exchange, Inc.).
Leland R. Speed 63 Chief executive officer of EastGroup Properties and the
Chairman and Director Company; Chief Executive Officer of LNH REIT, Inc. since
since 1978, Chief 1992; Chief Executive Officer of Congress Street Properties,
Executive Officer Inc., Eastover Corporation and Rockwood National Corporation
since 1980 until 1994 and EB, Inc. until 1995.(3)
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<FN>
(1) Unless otherwise stated, each nominee has held the position indicated for
at least the past five years.
(2) Security Savings & Loan Association was placed in conservatorship by the
Resolution Trust Corporation in 1992.
(3) Each of these companies is primarily engaged in the real estate business.
See "Item 12. Certain Relationships and Related
Transactions--Expense-Sharing Arrangements."
</TABLE>
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<PAGE> 4
OTHER DIRECTORSHIPS AND TRUSTEESHIPS
Members of the Board of Directors serve on the Boards of
Directors or the Boards of Trustees of the following publicly held companies:
<TABLE>
<CAPTION>
Name Company
---- -------
<S> <C>
Daniel C. Arnold U.S. Physical Therapy Inc.
H.C. Bailey, Jr. EastGroup Properties
LNH REIT, Inc.
George R. Farish LNH REIT, Inc.
Sidney W. Lassen Hibernia Corporation
Sizeler Property Investors, Inc.
W. Lincoln Mossop, Jr. Boston Stock Exchange, Inc.
Citizens Growth Properties
Leland R. Speed EastGroup Properties
Farm Fish, Inc.
First Mississippi Corporation
KLLM Transport Services, Inc.
LNH REIT, Inc.
</TABLE>
EXECUTIVE OFFICERS
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The following is a list of the Company's executive officers:
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<PAGE> 5
<TABLE>
<CAPTION>
Name, Position and Principal Occupation and Business
Tenure with the Company(1) Age Experience for Past Five Years(2)
- -------------------------- --- ---------------------------------
<S> <C> <C>
Leland R. Speed 63 See table under "Board of Directors."
Chief Executive Officer
since 1980
Steven G. Rogers 41 President and Chief Operating Officer of the Company since
President and Chief 1993 and Senior Vice President of the Company from 1988 to
Operating Officer 1993; Senior Vice President of LNH REIT, Inc. since 1992;
since 1993 Senior Vice President of Congress Street Properties, Inc.,
Eastover Corporation, EastGroup Properties and Rockwood
National Corporation until 1994 and EB, Inc. until 1995.(3)
Sarah P. Clark 36 Vice President of the Company since 1992, Chief Financial
Vice President, Chief Officer and Secretary of the Company since 1994; Vice
Financial Officer and President and Assistant Secretary of Congress Street
Secretary Properties, Inc., Eastover Corporation, EastGroup Properties
and Rockwood National Corporation from 1992 to 1994 and of
EB, Inc. from 1992 to 1995; Vice President of LNH REIT, Inc.
since 1992; Controller of Eastover Corporation from 1986 to
1992 and EastGroup Properties from 1990 to 1992.(3)
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<FN>
(1) There are no family relationships between any of the directors or executive
officers of the Company.
(2) Unless otherwise stated, each person has held the position indicated for at
least the past five years.
(3) Each of these companies is primarily engaged in the real estate business.
See "Item 12. Certain Relationships and Related
Transactions--Expense-Sharing Arrangements."
</TABLE>
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<PAGE> 6
SECTION 16 COMPLIANCE
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Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that directors, officers and more than 10 percent shareholders of the
Company file reports with the Securities and Exchange Commission within the
first 10 days of the month following any purchase or sale of shares of common
stock, $1.00 par value per share, of the Company ("Shares"). One director of the
Company, George R. Farish, was late in filing a report under Section 16(a) with
respect to a transaction in which he disposed of Shares.
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes, for the fiscal years ended December 31,
1995, 1994 and 1993 the amount of the compensation paid by the Company to its
Chief Executive Officer and all other executive officers whose cash compensation
during the year ended December 31, 1995 exceeded $100,000 (the "Named
Officers").
<TABLE>
<CAPTION>
--------------------------------
Long Term
Compensation Awards
Annual Compensation (1)(2)
----------------------------------------------------------------------
LTIP
Name and Principal Other Annual Payouts All Other
Position Year Salary Bonus Compensation Options/SARs (5) $ (6) Compensation (7)
---------- ---- ------- ------ ------------- ---------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Leland R. Speed 1995 $130,000(3) $ 68,250 -- 6,125 $ 0 $ 6,930
Chief Executive Officer 1994 $ 58,673 $ 7,379 -- 15,000 $21,220 $ 1,581
1993 $ 66,927 -- -- -- $ 4,145 $ 3,867
Steven G. Rogers 1995 $145,000 $118,322(4) -- 4,594 $ 0 $13,860
President and Chief 1994 $ 30,761 $ 5,985 -- 45,000 $16,977 $ 1,581
Operating Officer 1993 $ 36,786 $ 8,870 -- -- $ 3,317 $ 2,912
Sarah P. Clark 1995 $ 72,600 $ 32,156 -- 3,829 $ 0 $ 8,148
Vice President, 1994 $ 15,607 $ 2,527 -- 8,000 $ 1,268 $ 1,054
Chief Financial Officer 1993 $ 16,229 $ 0 -- -- $ 61 $ 838
and Secretary
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<FN>
(1) Until December 31, 1994, the executive officers of the Company were paid by
Congress Street Properties, Inc. ("Congress Street") and those costs were
then allocated among the Expense-Sharing Participants (described below) in
accordance with the expense- sharing arrangements. See "Item 12. Certain
Relationships and Related Transactions-- Expense-Sharing Arrangements."
(2) For 1994 and 1993, all amounts are the Company's share of the particular
Named Officer's compensation as allocated under the expense-sharing
arrangement. See "Item 12. Certain Relationships and Related
Transactions--Expense-Sharing Arrangements."
</TABLE>
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<PAGE> 7
(3) Mr. Speed's salary is paid one-half by the Company and one-half by
EastGroup Properties, of which he is also Chief Executive Officer. See
"Item 12. Certain Relationships and Related Transactions--Expense-Sharing
Arrangements." This amount is the Company's share of Mr. Speed's
compensation.
(4) Includes $57,072 paid pursuant to Mr. Rogers' agreement with Eastover
Realty Corporation. See "Item 12. Certain Relationships and Related
Transactions--Expense- Sharing Arrangements--Eastover Realty Corporation."
(5) The options granted in 1994 were granted on September 23, 1994 under the
Company's 1994 Stock Option Plan and the options granted in 1995 were
granted on December 7, 1995 under the Company's 1994 Stock Option Plan. The
1994 and 1995 options vest one-half on the first anniversary date of grant
and one-half on the second anniversary date of grant.
(6) These payments were made under Incentive Compensation Units granted under
the Company's 1991 Incentive Plan (the "Incentive Plan"). The amount for
1994 includes a payment made in December 1994 in consideration of the
officer agreeing to cancel the remaining term of the option which payment
was made in Shares. An Incentive Compensation Unit was a right to receive
an amount equal to the dividend paid on a specified number of Shares during
a five year period beginning on the date of the grant of the unit. The
amount payable with respect to an Incentive Compensation Unit was credited
to an account for the holder of such unit. The grantee of the Incentive
Compensation Unit was entitled to a cash payment of 20% of the amount in
the account of the first anniversary date of its grant, 40% on the second
anniversary date, 60% on the third anniversary date, 80% on the fourth
anniversary date and 100% on the fifth anniversary date.
(7) For 1995, this is the Company's contribution to its 401(k) Plan for the
Named Officer's benefit and for 1993 and 1994 this amount is the Company's
share of Congress Street's discretionary contribution to a 401(k) plan for
the respective Named Officer's benefit.
Option Grants. The following table gives information with respect to
options granted to the Named Officers during the year ended December 31, 1995.
The "Potential Realizable Value" columns assume that the price of Shares will
appreciate at annual rates of 5% and 10%, respectively, during the term of the
options. The price of Shares on the date of grant was $20.00. There can be no
assurance that such appreciation will take place.
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<PAGE> 8
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
------------------------------------------------------------------------------------ -----------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities
Underlying % of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ----- -------------- -------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
Leland R. Speed 6,125(1) 16.7% $20.00 12/07/05 $77,175 $194,775
Steven G. Rogers 4,594(1) 12.5% $20.00 12/07/05 $57,884 $146,089
Sarah P. Clark 3,829(1) 10.4% $20.00 12/07/05 $48,245 $121,762
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<FN>
(1) These options were granted on December 7, 1995. They become exercisable
one-half on the first anniversary of the date of grant and one-half on
the second anniversary of the date of grant.
</TABLE>
Option Exercises and Year End Values. Mr. Speed and Ms. Clark did not
exercise any options during 1995. The following table shows the value realized
by Mr. Rogers upon the exercise of options, and the year end value of
unexercised in-the-money options held by the Named Officers. Year end values are
based upon the closing price of Shares on the NASDAQ National Market System on
December 29, 1995 ($19.125).
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<PAGE> 9
Aggregated Options/SAR Exercises with Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Shares Value Number of Unexercised Unexercised In-The-Money
Name Acquired on Exercise Realized Options at FY-End (#) Options at FY-End($)
---- -------------------- -------- --------------------- --------------------
Exercisable/Unexercisable(1) Exercisable/Unexercisable
---------------------------- -------------------------
<S> <C> <C> <C> <C>
Leland R. Speed 0 $ 0 7,500/13,625 $26,435/$26,435
Chief Executive Officer
Steven G. Rogers 7,672 $45,792 14,828/27,094 $55,758/$79,305
President and Chief
Operating Officer
Sarah P. Clark 0 $ 0 4,000/7,829 $21,375/$21,375
Vice President,
Chief Financial Officer
and Secretary
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<FN>
(1) These represent certain options granted to the Named Officer on
September 23, 1994 and December 7, 1995 under the 1994 Stock Option
Plan.
</TABLE>
Directors' Fees. Under the Company's standard compensation arrangement
with directors (other than Mr. Speed, who is a salaried officer), directors are
paid a monthly stipend of $500, plus $1,000 and reimbursement of expenses for
each meeting of the Board of Directors and $750 and reimbursement of expenses
for each meeting of a committee established by the Board of Directors.
Directors Plan. The Company's 1991 Directors Stock Option Plan (the
"Directors Plan") authorizes the issuance of options for up to 100,000 Shares to
directors of the Company who are not, and have not been for at least one year
prior to the date of determination, employees of the Company ("Non-Employee
Directors"). Under the Directors Plan, each Non-Employee Director of the Company
on September 13, 1991 was automatically granted an option to purchase 5,000
Shares. Each person who first becomes a Non-Employee Director after September
13, 1991 will automatically be granted an option to purchase 5,000 Shares on the
date the person becomes a Non-Employee Director, if such Shares are available.
Each Non-Employee Director will also be granted an option to purchase an
additional 1,500 Shares on the date of any annual meeting at which such
NonEmployee Director is reelected to the Board. The option exercise price is the
closing price of a Share if the Shares are listed on an exchange or the average
between the bid and the asked price for that date if the Shares are traded
over-the-counter (or, if no Shares were
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<PAGE> 10
publicly traded on that date, the next preceding date that such Shares were so
traded). Such options are exercisable in full on the date of grant and expire
ten years after the date of grant or, if earlier, six months after the
termination of the optionee's service as a Non-Employee Director, unless such
service is terminated by reason of death, in which case the optionee's legal
representative shall have one year in which to exercise the option.
Two directors exercised options under the Directors Plan in 1995. On
July 7, 1995, Mr. Farish exercised an option to purchase 5,000 Shares at an
exercise price of $15.625. On November 27, 1995, Mr. Friou exercised an option
to purchase 4,000 Shares at an exercise price of $19.75.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Security Ownership of Certain Beneficial Owners. To the best of the
Company's knowledge, no person or group (as those terms are used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) beneficially owned,
as of March 31, 1996, more than five percent of the Shares outstanding except as
set forth in the following table.
<TABLE>
<CAPTION>
Amount
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
- ------------------- ----- --------
<S> <C> <C>
Leland R. Speed and certain family members 167,467 (1) 8.31%
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
John D. Weil(2) 167,200 8.33%
509 Olive Street, Suite 705
St. Louis, Missouri 63101
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<FN>
(1) Includes (i) 25,246 Shares owned by Mr. Speed's son Stewart; (ii) 15,058
Shares owned by Mr. Speed's son Forrest; (iii) 7,036 Shares owned by Mr.
Speed's son Warren; and (iv) 14,105 Shares owned by Mr. Speed's wife, as to
all of which Mr. Speed disclaims beneficial ownership. Also includes 7,500
Shares Mr. Speed has the right to acquire pursuant to options granted under
the 1994 Stock Option Plan.
(2) Based upon an amended Statement on Schedule 13D filed with the Securities
and Exchange Commission ("SEC").
</TABLE>
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<PAGE> 11
Security Ownership of Management. The following table sets
forth the Shares beneficially owned, as of January 4, 1996 by each director and
executive officer of the Company. Unless otherwise stated, each person has sole
voting and investment power with respect to the Shares set forth in the table.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT
NAME OWNED OF CLASS
---- ----- --------
<S> <C> <C>
Daniel C. Arnold 22,035 (1) 1.09%
H. C. Bailey, Jr. 42,107 (1) 2.09
George R. Farish 12,401 (2) 0.62
Roger P. Friou 9,801 (3) 0.49
B. Pat Green, Jr. 18,100 (1) 0.90
Sidney W. Lassen 13,872 (1) 0.69
C. Herbert Magruder 37,076 (1)(4) 1.84
W. Lincoln Mossop, Jr. 13,936 (1) 0.69
Joe F. Lynch 39,578 (1) 1.96
Leland R. Speed 167,467 (5) 8.31
Steven G. Rogers 57,828 (6) 2.86
Sarah P. Clark 4,600 (7) 0.23
Directors and officers as a group 487,349 23.26
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<FN>
(1) Includes 8,000 Shares the indicated person has the right to acquire under
the 1991 Directors Stock Option Plan.
(2) Includes 3,000 Shares Mr. Farish has the right to acquire under the 1991
Directors Stock Option Plan.
</TABLE>
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<PAGE> 12
(3) Includes 2,500 Shares Mr. Friou has the right to acquire under the 1991
Directors Stock Option Plan.
(4) Includes (i) 300 Shares beneficially owned by Dr. Magruder's wife, as to
which he disclaims beneficial ownership and (ii) 1,642 Shares he holds as
trustee.
(5) See Note (1) under "Security Ownership of Certain Beneficial Owners" above.
(6) Includes (i) 4,000 Shares beneficially owned by Mr. Rogers' wife and (ii)
14,828 Shares Mr. Rogers has the option to purchase under the 1994 Stock
Option Plan.
(7) Includes 4,000 Shares Ms. Clark has the option to purchase under the 1994
Stock Option Plan.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
EXPENSE-SHARING ARRANGEMENTS
- ----------------------------
Description of Arrangements. Until December 31, 1994, the Company had an
expense-sharing agreement with Congress Street, EastGroup Properties
("EastGroup") and Eastover Corporation ("Eastover") (which are more fully
described below) pursuant to which the participants shared administrative
offices at the same location in Jackson, Mississippi and common officers and
other personnel, subject to the authority of the board of each member company to
elect or appoint and remove its officers in accordance with its certificate of
incorporation, declaration of trust or other charter documents and applicable
law. EB, Inc. ("EB") had a separate administrative agreement with Congress
Street which allowed EB to participate in the expense-sharing arrangement on the
same basis as the companies which were parties to the expense-sharing agreement.
LNH REIT, Inc. ("LNH") had a separate administration agreement with Congress
Street (and later EastGroup) which terminated effective March 31, 1995. Under
this arrangement, the participants shared the cost of the common officers and
other employees and of shared facilities and activities. These common costs were
initially paid by Congress Street, which served as the administrator of the
arrangement, and the other participants paid Congress Street an annual fee (on a
monthly basis) of one-half of one percent of their assets which were
publicly-traded securities, and Congress Street was paid a fixed annual fee in
equal monthly installments by LNH. After these fees and any profits of Eastover
Realty Corporation (see "Eastover Realty Corporation" below) were subtracted
from total common costs, the remaining common costs were allocated on a monthly
basis among EastGroup, the Company, Congress Street, Eastover and EB
(collectively, the "Expense-Sharing Participants") in proportion to their assets
other than publicly-traded securities, based on their balance sheets as
contained in their most recent SEC filings. Certain costs which the common
officers believed to be particularly attributable to each member company were
not shared. These non-allocable costs included but were not
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<PAGE> 13
limited to directors' and trustees' fees, legal, audit and stock transfer
expenses, stationery and items of similar nature. Since the allocation formula
was not based upon actual costs incurred by each member company, the allocation
may have, from time to time, resulted in a greater or lesser charge to each
member company than would have resulted if actual costs to each member company
were allocated.
In connection with the business combinations involving the
Expense-Sharing Participants (i.e., Congress Street merged with a wholly-owned
subsidiary of the Company on November 29, 1994, EB combined with the Company on
April 27, 1995 and Eastover combined with EastGroup on December 22, 1994), the
above described expense-sharing arrangements terminated on December 31, 1994,
except that EastGroup had the responsibility for managing LNH under the prior
administration agreement between LNH and Congress Street. Since that date, the
Company and EastGroup each have their own respective officers and employees, who
do not serve as officers or employees of the other company, except for Leland R.
Speed, who continues to serve as the Chief Executive Officer of both companies,
and a small number of clerical and support staff employees. The officers of
EastGroup also continue to serve as officers of LNH; in addition, the President
of the Company, Steven G. Rogers, and the Vice President, Chief Financial
Officer and Secretary of the Company, Sarah P. Clark, continue to serve as
officers of LNH. David H. Hoster II and N. Keith McKey, who formerly served as
officers of all the Expense-Sharing Participants, now serve as officers of
EastGroup and LNH and not the Company. EastGroup, LNH and the Company continue
to share the same leased office space at One Jackson Place in Jackson,
Mississippi and share the services of Mr. Speed and certain clerical and support
staff employees and expenses related thereto are shared among the Company and
EastGroup (except for certain costs which can be attributed to either company
based on its actual use of the services involved).
Cost Sharing Arrangement with EastGroup. EastGroup and the Company
continue to share the same leased office space at One Jackson Place in Jackson,
Mississippi. EastGroup and the Company share the rent with respect to their
shared office space based upon the number of employees each has in such office
space divided by the total number of employees of both companies using the
office space. In addition, EastGroup and the Company share the services of Mr.
Speed and a limited number of clerical and support staff employees and expenses
related thereto are shared equally between EastGroup and the Company. The
Company and EastGroup also share the expenses of certain office supplies and
equipment, and EastGroup reimburses the Company for the services of certain
employees of the Company who perform services for EastGroup on an as requested
basis. During the year ended December 31, 1995, EastGroup paid the Company
$387,000 under this cost-sharing arrangement.
Eastover Realty Corporation. Eastover Realty Corporation ("Eastover
Realty"), currently an indirectly wholly-owned subsidiary of the Company and
prior to November 29, 1994, a wholly-owned subsidiary of Congress Street,
manages several commercial and multi-family residential properties, for which
it receives management fees. Eastover Realty also
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<PAGE> 14
performs leasing and brokerage services on a commission basis. Pursuant to an
understanding among the Expense-Sharing Participants, any income derived from
Eastover Realty was used to offset common costs under the expense-sharing
arrangements. In connection with the termination of the expense-sharing
arrangements and the combinations of various of the Expense-Sharing
Participants, the sharing of Eastover Realty's income has been terminated, so
that the Company, as a result of its business combination with Congress Street,
receives all of that income (or loss). Until January 1, 1996, Mr. Rogers had an
agreement with Eastover Realty pursuant to which he was paid 15% of the profits
of Eastover Realty. This payment was in addition to his annual salary and the
amount paid for 1995 is included in the bonus column of the compensation table
above. See "Item 10. Executive Compensation."
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