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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT TO FORM 8-K
Filed Pursuant to
THE SECURITIES EXCHANGE ACT OF 1934
PARKWAY PROPERTIES, INC.
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(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
Form 8-K filed April 28, 1998 as set forth in the pages attached
hereto:
Item 7. Financial Statements and Exhibits
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.
Date: July 20, 1998 PARKWAY PROPERTIES, INC.
By: /s/ Sarah P. Clark
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Sarah P. Clark
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
FORM 8-K/A
PARKWAY PROPERTIES, INC.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(4) Opinion of Jaeckle Fleischmann & Mugel, LLP
regarding tax matters.
FORM 8-K/A
PARKWAY PROPERTIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DATE: July 20, 1998 PARKWAY PROPERTIES, INC.
BY: /s/Sarah P. Clark
Sarah P. Clark
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Exhibit (c)(4)
Jaeckle Fleischmann & Mugel, LLP
A T T O R N E Y S A T L A W
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK
14202-2292 USA
TEL (716) 856-0600 FAX (716) 856-0432
April 28, 1998
Parkway Properties, Inc.
One Jackson Place, Suite 1000
188 East Capitol Street
Jackson, MS 39201
Re: Parkway Properties, Inc.; Sale and Issuance of
2,650,000 Shares of 8.75% Series A Cumulative
Redeemable Preferred Stock
Ladies and Gentlemen:
We are legal counsel to Parkway Properties, Inc., a Maryland
corporation (the "Company"), and have represented the Company in
connection with the preparation of its Registration Statement on
Form S-3, as amended (No. 333-48161), a Prospectus dated April 9,
1998 with respect thereto (the "Prospectus"), and a Prospectus
Supplement with respect thereto dated April 23, 1998, in
connection with the offering of the Company's 8.75% Series A
Cumulative Redeemable Preferred Stock, $0.001 par value (the
"Prospectus Supplement").
In rendering this opinion, we have reviewed (i) the
Prospectus; (ii) the Prospectus Supplement; (iii) the
Registration Statement; (iv) the Company's Charter and the
Certificates of Incorporation or other organizational documents
of each subsidiary, as amended; (v) the Company's Bylaws and the
Bylaws of each subsidiary of the Company, as amended; (vi) the
partnership agreements for partnerships in which the Company or a
subsidiary is a partner; (vii) the operating agreements for
limited liability companies in which the Company or a subsidiary
is a member; and (viii) the Company's Federal Income Tax Returns
for the years ended June 30, 1995, June 30,1996, and December 31,
1996.
We have reviewed with management of the Company the
investments and operations of the Company and its subsidiaries.
We have also reviewed certain documents of the Company and its
subsidiaries relating to the ownership and operation of selected
real estate properties and other investments, including
management agreements and partnership agreements relating to such
properties and forms of leases relating to the Company's or its
subsidiaries' interest in such properties, and we rely upon
representations made to us by management of the Company that such
documents are representative of those existing and in effect with
respect to other properties of the Company and its subsidiaries.
Our discussions with management focused on, among other things,
the number and holdings of stockholders of the Company; the
actual and proposed distribution policy of the Company; various
record keeping requirements; the composition of the assets of the
Company; the magnitude of personal property included in its or
its subsidiaries' real property leases; the income generated from
subleases of its real property; and other matters which we deemed
relevant and upon which we rely for purposes of rendering this
opinion.
Furthermore, in rendering this opinion we have relied upon a
certificate of an officer of the Company. Although we have not
independently verified the truth, accuracy or completeness of the
factual representations contained in the certificate and the
underlying assumptions upon which they are based, after
reasonable inquiry and investigation, nothing has come to our
attention that would cause us to question them.
Based upon the foregoing, we are of the opinion that,
commencing with the taxable year beginning January 1, 1998, the
Company has continuously been organized and operated in
conformity with the requirements for qualification as a "real
estate investment trust" under the Internal Revenue Code of 1986,
as amended (the "Code"). The Company's method of operation will
permit it to continue to meet the requirements for taxation as a
"real estate investment trust" under the Code. The federal
income tax treatment described in (i) the Prospectus under the
caption "Federal Income Tax Consequences" and (ii) the Prospectus
Supplement under the caption "Certain Federal Income Tax
Considerations" is accurate.
We note, however, that the ability of the Company to qualify
as a real estate investment trust for any year will depend upon
future events, some of which are not within the Company's
control, and it is not possible to predict whether the facts set
forth in the Prospectus, the Prospectus Supplement or the
Registration Statement and this letter will continue to be
accurate in the future. In addition, our opinions are based on
the Code and the regulations thereunder, and the status of the
Company as a real estate investment trust for federal income tax
purposes may be affected by changes in the Code and the
regulations thereunder.
We consent to the incorporation by reference of this opinion
letter as an exhibit to the Registration Statement.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP
