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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARKWAY PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 74-2123597
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201-2195
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, New York Stock Exchange
$0.001 Par Value
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The capital stock of Parkway Properties, Inc. (the "Company" or
the "Registrant") to be registered on the New York Stock Exchange,
Inc. is the Registrant's Common Stock with a par value of $0.001 per
share ("Common Stock"). The total number of shares of capital stock of
all classes the Company is authorized to issue is 100,000,000,
initially classified as (i) 70,000,000 shares of Common Stock and (ii)
30,000,000 shares of excess stock, par value $0.001 per share. The
Board of Directors of the Company is authorized by the Articles of
Incorporation 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 Articles of Incorporation, 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 shall 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.
The holders of shares of Common Stock are entitled to one vote 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
transferable.
Item 2. Exhibits.
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1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
PARKWAY PROPERTIES, INC.
By /s/Sarah P. Clark
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SARAH P. CLARK,
Vice President, Chief Financial Officer,
Treasurer and Secretary
DATED: August 2, 1996
223036
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