<PAGE> 1
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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>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ 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):
/ / $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:
/X/ 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:
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<PAGE> 2
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
Charter Oak Partners.......................................... 200,000 5.5%
10 Wright Street
Westport, Connecticut 06880
Public School Employees' Retirement System,
The Commonwealth of Pennsylvania.............................. 200,000 5.5%
5 North 5th Street
Harrisburg, Pennsylvania 17102
</TABLE>
- ---------------
(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").
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
</TABLE>
- ---------------
* 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.
(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.
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 led up to the issuance of the Preferred Stock follows.
3
<PAGE> 6
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.
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
4
<PAGE> 7
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.
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
5
<PAGE> 8
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.
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
6
<PAGE> 9
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 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
7
<PAGE> 10
qualification under the Securities Act and any state laws, except that the
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.
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.
8
<PAGE> 11
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 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
9
<PAGE> 12
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.
P Rogers, and each or either of them, Proxies for the undersigned,
R with full power of substitution, to vote all shares of common
O stock, $.001 par value per share ("Shares") of Parkway Properties,
X Inc. (the "Company") which the undersigned would be entitled to
Y 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:
(change of address)
____________________________________
____________________________________
____________________________________
____________________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
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.
SEE REVERSE
SIDE
<PAGE> 13
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR AGAINST ABSTAIN
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.
Change / /
of
Address
Attend / /
Meeting
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SIGNATURE(S) ____________________________________________ DATE ____________
Joint owners should each sign.
SIGNATURE(S) ____________________________________________ DATE ____________ Executors, administrators, trustees,
Please date and sign name exactly as it appears above and return this proxy promptly guardians and corporate officers should
in the enclosed envelope, which requires no postage if mailed in the United States. give their title.
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