<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PARKWAY PROPERTIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PARKWAY PROPERTIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PRELIMINARY COPY
PARKWAY PROPERTIES, INC.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders:
Notice is hereby given that the Special Meeting of Stockholders (the
"Meeting") of Parkway Properties, Inc. (the "Company") will be held at the
Company's offices, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi, at 9:00 a.m., Jackson time, on October 18, 1996 for the following
purpose:
To consider and take action upon a proposal to approve the Company
entering into an agreement with two institutional investors which
agreement will allow such investors to exchange 576,000 shares of the
Company's Class A Preferred Stock, $.001 par value per share, for
576,000 shares of the Company's Common Stock, $.001 par value per
share on a share-for-share basis (the "Exchange Right").
Only stockholders of record at the close of business on September 10,
1996 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Sarah P. Clark
Vice President, Chief Financial Officer,
Treasurer and Secretary
Dated: September 13, 1996
================================================================================
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND
RETURNING THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO
WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES
================================================================================
<PAGE> 3
September 13, 1996
PARKWAY PROPERTIES, INC.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 18, 1996
The following information is furnished in connection with the
Special Meeting of Stockholders (the "Meeting") of Parkway Properties, Inc. (the
"Company") to be held on October 18, 1996 at 9:00 a.m., Jackson time, at the
Company's offices, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi. This Proxy Statement will first be sent to stockholders on or about
September 13, 1996.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the
directors of the Company. The proxy may be revoked by a stockholder at any time
prior to the exercise thereof by filing with the Secretary of the Company a
written revocation or duly executed proxy bearing a later date. The proxy may
also be revoked by a stockholder attending the Meeting, withdrawing such proxy
and voting in person. The cost of soliciting the proxies on the enclosed form
will be paid by the Company. In addition to the use of the mails, proxies may
be solicited by the directors of the Company and their agents (who will
receive no additional compensation therefor) by means of personal interview,
telephone or facsimile, and it is anticipated that banks, brokerage houses and
other institutions, nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorization for the
execution of proxies. The Company may, upon request, reimburse banks, brokerage
houses and other institutions, nominees and fiduciaries for their expenses in
forwarding proxy material to their principals. The Company has retained
Beacon Hill Partners, Inc. ("Beacon Hill") to assist with the solicitation of
proxies and will pay Beacon Hill a fee of $3,000.00 for its services (subject
to increase for additional services such as telephone solicitation) plus
reimbursement for out-of-pocket expenses.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, par
value $.001 per share, of the Company ("Common Stock"), entitled to vote at the
Meeting has been fixed at the close of business on September 10, 1996 (the
"Record Date"). On the Record Date there were 3,622,346 shares of Common Stock
outstanding, entitled to one vote each.
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 June 30, 1996, more than five percent of
the Common Stock 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 251,200 (1) 6.9%
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
John D. Weil (2) 250,800 6.9%
509 Olive Street, Suite 705
St. Louis, Missouri 63101
- -------------------
<FN>
(1) Includes (i) 37,869 shares of Common Stock owned by Mr.
Speed's son Stewart; (ii) 22,587 shares of Common Stock owned
by Mr. Speed's son Forrest; (iii) 10,554 shares of Common
Stock owned by Mr. Speed's son Warren; and (iv) 21,157 shares
of Common Stock owned by Mr. Speed's wife, as to all of which
Mr. Speed disclaims beneficial ownership. Also includes 366
shares of Common Stock 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>
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------
The following table sets forth the shares of Common Stock
beneficially owned, as of July 31, 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 of Common Stock set forth in the
table.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT
NAME OWNED OF CLASS
---- ----- --------
<S> <C> <C>
Daniel C. Arnold 35,302 (1) * %
George R. Farish 20,851 (2) *
Roger P. Friou 16,951 (3) *
C. Herbert Magruder 66,864 (1)(4) 1.8
W. Lincoln Mossop, Jr. 23,154 (1) *
Joe F. Lynch 61,617 (1) 1.7
Leland R. Speed 251,200 (5) 6.9
Steven G. Rogers 86,882 (6) 2.4
Sarah P. Clark 6,900 (7) *
----- --
Directors and officers as a group 569,721 15.4
- ------------------
<FN>
* Less than 1%.
(1) Includes 14,250 shares of Common Stock the indicated person has the
right to acquire under the 1991 Directors Stock Option Plan.
(2) Includes 6,750 shares of Common Stock Mr. Farish has the right to
acquire under the 1991 Directors Stock Option Plan.
(3) Includes 2,250 shares of Common Stock Mr. Friou has the right to
acquire under the 1991 Directors Stock Option Plan.
</TABLE>
3
<PAGE> 6
(4) Includes (i) 450 shares of Common Stock beneficially owned by Dr.
Magruder's wife, as to which he disclaims beneficial ownership and (ii)
2,463 shares of Common Stock he holds as trustee.
(5) See Note (1) under "Security Ownership of Certain Beneficial Owners."
(6) Includes (i) 12,040 shares of Common Stock beneficially owned by Mr.
Rogers' wife and (ii) 11,242 shares of Common Stock Mr. Rogers has the
option to purchase under the 1994 Stock Option Plan.
(7) Includes 5,250 shares of Common Stock Ms. Clark has the option to
purchase under the 1994 Stock Option Plan.
4
<PAGE> 7
PROPOSAL FOR APPROVAL OF EXCHANGE RIGHT
The only issue to be considered at the Special Meeting is the
approval by the stockholders of the Company entering into an agreement with two
institutional investors pursuant to which such investors will have the right to
exchange 576,000 shares of the Company's Class A Preferred Stock, $.001 par
value per share (the "Preferred Stock"), for 576,000 shares of Common Stock on a
share-for-share basis (the "Exchange Right"). A description of the transactions
that lead up to the issuance of the Preferred Stock follows.
BACKGROUND OF TRANSACTION
In June 1995, the Company began a strategy of aggressively
pursuing the purchase of office building investments in the southeast and
southwest United States. In accordance with that strategy, the Company has
purchased 10 office properties containing 1,247,731 square feet of space for an
aggregate purchase price of $73,681,000 since July 1995. Through June 1996, the
purchases of new office building investments were made with a combination of
existing cash reserves, bank borrowings and funds made available by the sale of
non-core real estate assets and securities and the collection and/or sale of
mortgage notes receivable. Following the acquisition of such buildings, the
Company placed fixed rate, non-recourse financing at fully-amortizing loans of
twelve to fifteen years.
In the spring of 1996, the Company desired to continue its
strategy of purchasing office building investments in the southeast and
southwest United States. The Company had identified several potential
acquisitions, and was studying ways in which to provide capital for the
acquisitions. Management was not comfortable that it could dispose of sufficient
non-core assets in order to finance the Company's equity contribution for the
proposed acquisitions, because the most marketable of the Company's non-core
assets had already been disposed of. As a result, the Company began to study
means by which to raise additional capital in order to continue its aggressive
acquisition program. In April 1996, the Company retained PaineWebber
Incorporated ("PaineWebber") as its financial advisor to assist it in
determining the best way in which to raise additional capital. After
consultation with PaineWebber, the Company decided to attempt to raise capital
through a private placement of securities. The Company began the process of
preparing the documentation necessary to solicit a limited number of
sophisticated institutional investors in early May 1996, and contact with the
investors began simultaneously.
In June 1996, the Company issued 1,140,000 shares of Common
Stock at a price of $15.25 per share in a private placement (the "Private
Placement"). The $15.25 per share price was greater than the market value of the
Common Stock on the date of the Private Placement, but less than the Company's
book value per share as of March 31, 1996. A technical rule of the NASDAQ
National Market, on which the shares of Common Stock were then traded, requires
shareholder approval of any private placement of more than 20% of a listed
company's outstanding voting shares if such offering is made at a per share
price less than the greater of book value per share or market value.
5
<PAGE> 8
At the time the Private Placement process began, the market
price of the Company's Common Stock (upon which the offering price and the
Private Placement was to be determined) was at, above, or very close to the
Company's book value per share as of March 31, 1996. During the solicitation
process, the Company identified a small number of investors who were willing to
make a significant investment in the Company to allow it to proceed with this
strategic acquisition program. As the process of soliciting investors continued,
the market price of the Company shares of common stock slowly dropped. As a
result of this decrease in the market price of the Company shares of common
stock, the offering price for the Private Placement fell below the Company's
book value per share.
The Company had invested significant time and money in the
Private Placement process. The legal, accounting, travel and other costs that
the Company had incurred totalled approximately $195,000. The Company was faced
with the choice of (i) having to abandon the Private Placement, (ii) decreasing
the size of the Private Placement so that the number of shares offered was
less than 20% of the Company's outstanding shares, or (iii) completing the
Private Placement for a number of shares greater than 20% of the Company's
outstanding shares at a price less than the book value per share as of March
31, 1996. If the Private Placement were downsized so that less than 20% of the
Company's outstanding shares were sold, the offering expenses would have been
6% of the net proceeds of the offering, as opposed to 4.5% for the placement of
the 1,140,000 shares that was completed.
In addition, the Company surveyed short and long-term capital
requirements. The Company determined that it would have to access the capital
markets on a regular basis in the future in order to implement its long-term
business plan, and that downsizing or cancelling the Private Placement would
not only deprive the Company of the capital available in the Private Placement
but it could also have an adverse effect on the Company's ability to access
the capital markets in the future. The Company believed its long-term strategy
of purchasing additional office properties would increase the Company's per
share earnings and cash available for distribution and would inure to the
benefit of all shareholders.
Also, the Company believed that the terms upon which the
Private Placement was to be made were superior to those that the Company could
have obtained in a public offering for the same number of shares as issued in
the Private Placement. PaineWebber's placement fee in the Private Placement was
2 3/4% of the gross offering price, which is significantly lower than the
underwriter's discount in a public offering. The soft costs (e.g. legal,
----
printing and other costs) in connection with the Private Placement were much
lower than they would have been in connection with a public offering of the same
size. The investors in the Private Placement received no special shareholder
rights. Based upon these facts, the Company determined that it was in the best
interest of the Company and its shareholders to complete the Private Placement
so that the Company would be able to execute its strategic plan and a
significant amount of time and money expended on the Private Placement process
would not be wasted.
6
<PAGE> 9
After discussions with NASDAQ National Market , the Company
decided to restructure the Private Placement to comply with the NASDAQ National
Market rule by decreasing the number of shares of Common Stock sold in the
Private Placement so that it was less than 20% of the outstanding shares of
Common Stock prior to the Private Placement. This was accomplished on August
16, 1996 when two of the investors in the Private Placement, Morgan Stanley
Institutional Fund, U.S. Realty Portfolio and MS SICAV Real Estate (the "Morgan
Investors"), agreed to amend their subscriptions in the Private Placement to
accept in lieu of shares of Common Stock an equal number of shares of Preferred
Stock, which has no voting rights. The material terms of the Preferred Stock
are set forth below under "Description of Capital Stock--Preferred Stock." In
connection with the issuance of the Preferred Stock, the Company agreed to use
its best efforts to call a special meeting of its stockholders on or before
October 31, 1996 at which meeting the Company's stockholders would vote upon
approval of a further amendment to the Morgan Investors' subscriptions, which
amendment will contain the Exchange Right. The Company and the Morgan Investors
will enter into the agreement providing for the Exchange Right only in the
event that the Company's shareholders approve the Exchange Right. In the event
the Exchange Right is not approved by the Company's stockholders, the Morgan
Investors shall have the right, exercisable for 30 days after notification to
Morgan Investors by the Company of the results of the stockholder vote, to
rescind its purchase of the Preferred Stock. In the event a Morgan Investor
elects to rescind the purchase of Preferred Stock, the Company will pay the
Morgan Investor $15.25 for each share of Preferred Stock, plus any accrued and
unpaid dividends on the Preferred Stock from the date of the last record date
for payment of such dividends through the date the Company receives notice of
rescission.
THE TERMS OF THE PRIVATE PLACEMENT
After the issuance of the Preferred Stock to the Morgan
Investors, the Company sold 564,000 shares of Common Stock and 576,000 shares of
Preferred Stock in the Private Placement for net proceeds of $16,612,000. The
expenses incurred in connection with the Private Placement were $773,000, which
included a placement fee of 2 3/4% of the gross proceeds of the Private
Placement payable to PaineWebber. Investors in the Private Placement have
certain rights to have their shares of Common Stock registered under the
Securities Act of 1933, as amended (the "Securities Act"). See "Description of
Capital Stock--Registration Rights."
TERMS OF THE EXCHANGE RIGHT
Under the Exchange Right, each of the Morgan Investors shall
have the right, in their sole discretion, to exchange all of their shares of
Preferred Stock for shares of Common Stock on a share-for-share basis. The
Company and the Morgan Investors will execute the agreement providing for the
Exchange Right immediately upon approval of the Exchange Right by the Company's
stockholders, and the Exchange Right becomes exercisable immediately upon the
execution thereof. All of the Company's shares of Common Stock are listed on
the New York Stock Exchange, including those shares which will be issued upon
the exercise of the Exchange Right.
7
<PAGE> 10
VOTE REQUIRED
The affirmative vote of the holders of a majority of the
shares of Common Stock present at the Meeting in person or by proxy is required
to approve the Exchange Right. Broker non-votes will be counted in determining
whether a quorum is present, but will not be counted as having voted for or
against the Exchange Right.
RECOMMENDATION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE
STOCKHOLDERS VOTE IN FAVOR OF THE EXCHANGE RIGHT. PROXIES SOLICITED BY THE BOARD
OF DIRECTORS WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY
OTHERWISE.
DESCRIPTION OF CAPITAL STOCK
General. The total number of shares of capital stock of all
classes the Company is authorized to issue is 100,000,000. The capital stock is
currently classified as (i) 69,424,000 shares of Common Stock of which
3,622,346 shares are issued and outstanding; (ii) 576,000 shares of Class A
Preferred Stock, all of which are issued and outstanding; and (iii) 30,000,000
shares of excess stock, par value $0.001 per share, none of which are issued
and outstanding. The Board of Directors of the Company is authorized by the
Company's Charter to classify or reclassify any unissued shares of the capital
stock of the Company, by setting, altering or eliminating the designation,
preferences, conversion or other rights, voting powers, qualifications and
terms and conditions of redemption of, limitations as to dividends and any
other restrictions on, such capital stock. The power of the Board of Directors
to classify and reclassify any of the shares of capital stock includes the
authority to classify or reclassify such shares into a class of preferred
stock.
Pursuant to the provisions of the Charter, if a transfer of
stock occurs such that any person would own, beneficially or constructively, in
excess of 9.8 percent of the outstanding capital stock of the Company (excluding
shares of excess stock), then such amount in excess of the 9.8 percent limit
will automatically be converted into shares of excess stock and any such
transfer will be void ab initio. However, such restrictions will not prevent the
-- ------
settlement of a transaction entered into through the facilities of any
interdealer quotation system or national securities exchange upon which shares
of capital stock of the Company are traded, provided that certain transactions
may be settled by providing shares of excess stock.
Common Stock. The holders of shares of Common Stock are
entitled to one vote per share on all matters to be voted upon by the
stockholders. The holders of shares of Common Stock have no cumulative voting
rights. Additionally, subject to the rights of holders of preferred stock,
holders of shares of Common Stock are entitled to receive such dividends as may
be declared from time to time by the directors out of funds legally available
therefor. The holders
8
<PAGE> 11
of shares of excess stock have no voting rights or dividend rights and shares of
excess stock are not transferrable.
Preferred Stock. The holders of Preferred Stock have
no voting rights and, except as provided above, are not convertible. Dividends
on shares of Preferred Stock will be declared and paid simultaneously
with any dividends payable on the Common Stock, and, for all dividends paid and
declared on or before December 31, 1996, such dividend will be paid at a per
share dividend rate of the greater of (i) twenty-four cents ($0.24) per share
per quarter or (ii) the per share dividend declared and paid on Common Stock for
the same quarter, as adjusted for stock dividends, stock splits or similar
capital changes. For all dividends paid and declared on Preferred Stock
after December 31, 1996, such dividends will be paid at a per share dividend
rate of the greater of (i) thirty-eight cents ($0.38) per share per quarter or
(ii) the per share dividend declared and paid on Common Stock for the same
quarter, as adjusted for stock dividends, stock splits or similar capital
changes. No dividend will be paid or declared, nor any distribution made on any
other class of stock (other than a dividend payable in stock of the same class)
nor will any shares of Common Stock be acquired for consideration by the Company
unless all accrued dividends on the Preferred Stock for all past
dividend periods have been paid. In the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Company, each holder of
Preferred Stock will be entitled to receive out of the Company's assets, before
any distribution or payment shall be made to the holders of any other class of
stock, an amount equal to $15.25 per share of Preferred Stock plus any
accrued dividends not paid, without interest. If the amounts payable on
liquidation, dissolution or winding up in respect to the shares of
Preferred Stock are not paid in full, the shares of such class will share
ratably in any distribution of assets in accordance with the sums which would be
payable in such distribution if all sums payable were discharged in full. If
such payment has been made in full to the holders of all shares of
Preferred Stock on voluntary or involuntary liquidation, dissolution or winding
up, the remaining assets of the Company shall be distributed among the holders
of preferred stock and the remaining stock of the Company in accordance with
their respective rights.
Registration Rights. The Company and the investors in the
Private Placement have entered into a registration rights agreement (the
"Registration Rights Agreement"). The Registration Rights Agreement applies to
shares of Common Stock that the Morgan Investors will obtain on the exercise of
the Exchange Right, but does not apply to shares of Preferred Stock. Under the
Registration Rights Agreement, the Company shall file with the SEC a
registration statement with respect to shares of Common Stock owned by an
investor and use its best efforts to have such registration statement declared
effective on or before October 31, 1996 ("Registration Rights"). The Company
will also prepare and file with the SEC such amendments and supplements to the
registration statement as may be necessary to keep such registration statement
effective until the earlier of the sale of all securities covered thereby or
the date upon which shares may be sold into the market without restriction
under Rule 144. The Company also has certain obligations to furnish investors
with copies of a prospectus and register and qualify the shares under certain
state securities or "blue sky" laws. No other securities of the Company will be
included in the registration statement filed pursuant to the Registration
Rights, the Company shall pay all costs and expenses of registration and
qualification under the Securities Act and any state laws, except that the
9
<PAGE> 12
investors shall pay the fees and expenses of their own counsel and each investor
shall pay that investor's pro rata portion of the underwriting discount in
connection with the sale of shares.
The Registration Rights Agreement also gives investors in the
Private Placement piggy-back sale rights ("Piggy-back Sale Rights"). If at any
time during the three-year period immediately following the closing of the
Private Placement, the Company proposes to prepare and file a registration
statement under the Securities Act with respect to a firm commitment
underwritten public offering of shares of Common Stock, the Company will give
each investor 30 days prior notice of its intent to file such a registration
statement. Each investor will then have 15 days after receipt of such notice to
deliver to the Company a notice indicating the number of shares of Common Stock
owned by it that it desires to include in such registration statement. If, in
the event of an offering by the Company in which an investor wishes to include
its shares of Common Stock, it is determined in good faith by the managing
underwriter of such offering that the total number of shares of Common Stock
that the investors and the Company desire to include in such offering exceeds
the number that can be sold at the proposed price, then the number of shares of
Common Stock to be sold by the Company on the one hand and the investors on the
other will be reduced ratably. The number of shares each investor is able to
sell in such public offering will equal the number of shares of Common Stock
such investor desired to sell multiplied by the fraction the numerator of which
is the number of shares all investors will be able to sell in such public
offering and the denominator of which is the total number of shares of Common
Stock all investors desired to sell in such public offering.
10
<PAGE> 13
MARKET PRICE OF COMMON STOCK
Since August 22, 1996, the Company's Common Stock has been
traded on the New York Stock Exchange under the symbol "PKY." Prior to August
22, 1996, the Common Stock was traded on the over-the-counter market and was
listed on the NASDAQ National Market under the symbol "PKWY." The following
table sets forth, for the quarters indicated, the high and low prices of Common
Stock reported by the applicable market upon which Common Stock was traded:
<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
------------- ---- ---
<S> <C> <C>
March 31, 1995 $10 11/64 $ 8 43/64
June 30, 1995 11 1/2 9 27/64
September 30, 1995 13 21/64 10 27/64
December 31, 1995 13 43/64 12 21/64
March 31, 1996 16 43/64 12 43/64
June 30, 1996 17 14 3/4
September 30, 1996 (through
August 29, 1996) 18 7/8 15 1/2
</TABLE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, or portions thereof, are hereby incorporated
into this Proxy Statement by reference and are delivered herewith:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1996, as amended by Form 10-QSB/A dated August
30, 1996.
3. The Company's Current Report on Form 8-K filed July 23, 1996,
as amended by Form 8-K/A dated August 30, 1996.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP, independent
public accountants, to act as auditors for the fiscal year ending December 31,
1996. Ernst & Young LLP has audited the accounts of the Company since 1986. A
representative of Ernst & Young
11
<PAGE> 14
LLP is expected to be present at the Meeting and will have an opportunity to
make a statement, if he so desires, and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 6, 1997 in order to be considered for inclusion in the Company's
proxy materials for the 1997 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Sarah P. Clark
Vice President, Chief Financial Officer,
Treasurer and Secretary
Jackson, Mississippi
12
<PAGE> 15
PRELIMINARY COPY
PROXY
-----
PARKWAY PROPERTIES, INC.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Leland R. Speed and Steven G. Rogers, and each
or either of them, Proxies for the undersigned, with full power of substitution,
to vote all shares of common stock, $.001 par value per share ("Shares") of
Parkway Properties, Inc. (the "Company") which the undersigned would be entitled
to vote at the Special Meeting of Stockholders (the "Meeting") to be held at the
Company's offices, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi on October 18, 1996, at 9:00 a.m., Jackson time, and directs that
the Shares represented by this Proxy shall be voted as indicated below:
1. Proposal to approve the Company entering into an agreement with two
institutional investors which agreement will allow such investors to
exchange 576,000 shares of the Company's Class A Preferred Stock, $.001
par value per share, for 576,000 shares of the Company's Common Stock,
$.001 par value per share on a share-for-share basis.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED BY THE STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS
A VOTE FOR THE ABOVE PROPOSALS. IF NO DIRECTION IS MADE, THE
---
PROXY WILL BE VOTED FOR PROPOSAL 1.
---
FRONT
-----
<PAGE> 16
Please date and sign name exactly as it appears below and
return this proxy promptly in the enclosed envelope, which requires no
postage if mailed in the United States.
Dated ____________, 1996
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Signature
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Signature
Joint owners should each sign. Executors, administrators,
trustees, guardians and corporate officers should give their title.
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