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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(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, Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201-2195
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-48161.
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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8.75% Series A Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value $.001 per
share
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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A description of the 8.75% Series A Cumulative
Redeemable Preferred Stock, par value $.001 per share ("Series
A Preferred Stock"), of Parkway Properties, Inc. (the
"Company") shall be contained in a subsequently filed Rule
424(b) Prospectus Supplement, which supplements the Prospectus
and Prospectus Supplement contained in the Company's
Registration Statement on Form S-3 (File No. 333-48161), which
became effective on April 9, 1998. Such Prospectus Supplement
shall be deemed to be incorporated herein by reference for all
purposes.
Item 2. Exhibits.
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The securities described herein are to be registered
on the New York Stock Exchange, on which other securities of
the Company are registered. Accordingly, the following
exhibits, required to be filed herewith in accordance with the
Instructions as to Exhibits to Form 8-A, have been duly filed
with the New York Stock Exchange:
(1) Articles Supplementary of the Company relating to the 8.75%
Series A Cumulative Redeemable Preferred Stock of the Company.
(2) Articles of Incorporation of the Company. (Incorporated by
reference to Exhibit B to the Company's Proxy Material for its
Annual Meeting of Stockholders held on July 18, 1996).
(3) Amendment to the Articles of Incorporation of the Company
(Incorporated by reference to Appendix A to the Company's
Proxy Material for its Annual Meeting of Stockholders held on
June 6, 1997).
(4) Bylaws of the Company. (Incorporated by reference to Exhibit C
to the Company's Proxy Material for its Annual Meeting of
Stockholders held on July 18, 1996).
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SIGNATURES
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
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
DATED: April 24, 1998
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Exhibit 1
PARKWAY PROPERTIES, INC.
ARTICLES SUPPLEMENTARY
PARKWAY PROPERTIES, INC., a Maryland corporation, having its principal
office in Baltimore City, Maryland (the "Corporation"), hereby certifies to the
Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article V, Section 3 of the Charter of the Corporation,
the Board of Directors has duly reclassified 2,760,000 shares of the Common
Stock, par value $.001 per share, of the Corporation into 2,760,000 shares of a
class designated as 8.75% Series A Cumulative Redeemable Preferred Stock, par
value $.001 per share, of the Corporation ("Series A Preferred Stock") and has
provided for the issuance of such shares.
SECOND: The reclassification increases the number of shares classified
as Series A Preferred Stock from no shares immediately prior to the
reclassification to 2,760,000 shares immediately after the reclassification. The
reclassification decreases the number of shares classified as Common Stock, par
value $.001 per share, from 70,000,000 shares immediately prior to the
reclassification to 67,240,000 shares immediately after the reclassification.
THIRD: Subject in all cases to the provisions of Article V of the
Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Series A Preferred Stock of the Corporation:
1. DESIGNATION AND AMOUNT.
The designation of Series A Preferred Stock described
in Article FIRST hereof shall be 8.75% Series A Cumulative Redeemable
Preferred Stock, par value $.001 per share. The number of shares of
Series A Preferred Stock to be authorized shall be 2,760,000.
2. DIVIDENDS AND DISTRIBUTION PROVISIONS.
(a) Subject to the rights of series of Preferred
Stock which may from time to time come into existence, holders of
Series A Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of funds legally available for
the payment of dividends, cumulative preferential cash dividends at the
rate of 8.75% per annum of the Liquidation Preference (as hereinafter
defined) per share (equivalent to a fixed amount of $2.1875 per share).
Such dividends shall be cumulative from the date of original issue and
shall be payable quarterly in arrears on the 15th day of each of
January, April, July and October or, if not a business day, the next
succeeding business day (each, a
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"Distribution Payment Date"). The first dividend, which will be due on
July 15, 1998, will be for less than a full quarter. Such first
dividend and any dividend distribution payable on Series A Preferred
Stock for any partial distribution period will be computed on the basis
of a 360-day year consisting of twelve 30-day months. Distributions
will be payable to holders of record as they appear in the records of
the Corporation at the close of business on the last business day of
March, June, September and December, respectively, or on such date
designated by the Board of Directors of the Corporation for the payment
of distributions that is not more than 30 nor less than 10 days prior
to such Distribution Payment Date (each, a "Distribution Record Date").
(b) Dividends on Series A Preferred Stock will accrue
whether or not the Corporation has earnings, whether or not there are
funds legally available for the payment of such distributions and
whether or not such distributions are declared. No interest, or sum of
money in lieu of interest, shall be payable in respect of any
distribution payment or payments on Series A Preferred Stock which may
be in arrears.
(c) If, for any taxable year, the Corporation elects
to designate as "capital gain distributions" (as defined in Section 857
of the Internal Revenue Code of 1986, as amended, or any successor
revenue code or section (the "Code")) any portion (the "Capital Gains
Amount") of the total distributions (as determined for federal income
tax purposes) paid or made available for the year to holders of all
classes of capital stock (the "Total Distributions"), then the portion
of the Capital Gains Amount that shall be allocable to holders of
Series A Preferred Stock shall be in the same portion that the Total
Distributions paid or made available to the holders of Series A
Preferred Stock for the year bears to the Total Distributions.
(d) If any shares of Series A Preferred Stock are
outstanding, no full distributions (other than in shares of Common
Stock or other capital stock ranking junior to Series A Preferred Stock
as to distributions and upon liquidation) shall be declared or paid or
set apart for payment on any shares of series of Preferred Stock of the
Corporation ranking, as to distributions, on a parity with or junior to
Series A Preferred Stock for any period unless full cumulative
distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for
such payments on shares of Series A Preferred Stock for all past
distribution periods and the then current distribution period. When
distributions are not paid in full (or a sum sufficient for such full
payment is not set apart) upon the shares of Series A Preferred Stock
and the shares of any other series of Preferred Stock ranking on parity
as to distributions with shares of Series A Preferred Stock, all
distributions declared upon shares of Series A Preferred Stock and any
other series of Preferred Stock ranking on a parity as to distributions
with Series A Preferred Stock shall be declared pro rata so that the
amount of distributions declared per share on Series
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A Preferred Stock and such other series of Preferred Stock shall in all
cases bear to each other the same ratio that accrued distributions per
share on Series A Preferred Stock and such other series of Preferred
Stock bear to each other.
(e) Except as provided in Section 2(d), unless full
cumulative distributions on shares of Series A Preferred Stock have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, no
distributions (other than in shares of Common Stock or other capital
stock ranking junior to Series A Preferred Stock as to distributions
and upon liquidation) shall be declared or paid or set aside for
payment or other distribution shall be declared or made upon the shares
of Common Stock or any other capital stock of the Corporation ranking
junior to or on a parity with Series A Preferred Stock as to
distributions or upon liquidation, nor shall any shares of Common Stock
or any other capital stock of the Corporation ranking junior to or on a
parity with Series A Preferred Stock as to distributions or upon
liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any such capital stock) by the Corporation
(except by conversion into or exchange for other capital stock of the
Corporation ranking junior to Series A Preferred Stock as to
distributions and amounts upon liquidation or redemptions for the
purpose of preserving the Corporation's status as a REIT).
(f) Any distribution payment made on shares of Series
A Preferred Stock shall first be credited against the earliest accrued
but unpaid distribution due with respect to shares of Series A
Preferred Stock which remains payable.
3. LIQUIDATION RIGHTS.
(a) Subject to the rights of series of Preferred
Stock which may from time to time come into existence, upon any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, then, before any distribution or payment
shall be made to the holders of any shares of Common Stock or any other
class or series of capital stock of the Corporation ranking junior to
Series A Preferred Stock in the distribution of assets upon any
liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series A Preferred Stock shall be
entitled to receive out of assets of the Corporation legally available
for distribution to stockholders, liquidation distributions in the
amount of the liquidation preference of $25.00 per share, plus an
amount equal to all distributions accrued and unpaid thereon (the
"Liquidation Preference"). Holders of Series A Preferred Stock will be
entitled to written notice of any event triggering the right to receive
such Liquidation Preference. After payment of the full amount of the
liquidating distributions to which they are
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entitled, the holders of shares of Series A Preferred Stock will have
no right or claim to any of the remaining assets of the Corporation. In
the event that, upon any such voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the
available assets of the Corporation are insufficient to pay the amount
of the liquidation distributions on all outstanding shares of Series A
Preferred Stock and the corresponding amounts payable on all shares of
other classes or series of capital stock of the Corporation ranking on
a parity with Series A Preferred Stock in the distribution of assets
upon any liquidation, dissolution or winding up of the affairs of the
Corporation ("Parity Stock"), then the holders of shares of Series A
Preferred Stock and Parity Stock shall share ratably in any such
distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.
(b) A consolidation or merger of the Corporation with
or into any other entity or entities, or a sale, lease, conveyance or
disposition of all or substantially all of the assets of the
Corporation or the effectuation by the Corporation of a transaction or
series of related transactions in which more than 50% of the voting
power of the Corporation is disposed of, shall not be deemed to be a
liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.
4. REDEMPTION.
(a) Shares of Series A Preferred Stock are not
redeemable prior to April 23, 2003, except that each share of Series A
Preferred Stock is redeemable as provided in Article V of the Charter
of the Corporation. On and after April 23, 2003, the Corporation at its
option upon not less than 30 nor more than 60 days' written notice, may
redeem outstanding shares of Series A Preferred Stock, in whole or in
part, at any time or from time to time, for cash at a redemption price
of $25.00 per share, plus an amount equal to all distributions accrued
and unpaid thereon to the date fixed for redemption, without interest.
The redemption price of shares of Series A Preferred Stock (other than
the portion thereof consisting of accrued and unpaid distributions) is
payable solely out of proceeds from the sale of other capital stock of
the Corporation, which may include Common Stock, Preferred Stock,
depositary shares, interests, participations or other ownership
interests in the Corporation however designated (other than debt
securities converted into or exchangeable for capital stock) and any
rights, warrants or options to purchase any thereof. Holders of shares
of Series A Preferred Stock to be redeemed shall surrender such shares
of Series A Preferred Stock at the place designated in such notice and
shall be entitled to the redemption price and any accrued and unpaid
distributions payable upon such redemption following such surrender. If
fewer than all of the outstanding shares of Series A Preferred Stock
are to be redeemed, the number of shares to be redeemed will be
determined by the Corporation and such shares may be
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redeemed pro rata from the holders of record of such shares in
proportion to the number of such shares held by such holders (with
adjustments to avoid redemption of fractional shares) or by lot in a
manner determined by the Corporation.
(b) Unless full cumulative distributions on all
shares of Series A Preferred Stock and Parity Stock shall have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, no
shares of Series A Preferred Stock or Parity Stock shall be redeemed
unless all outstanding shares of Series A Preferred Stock and Parity
Stock are simultaneously redeemed; provided, however, that the
foregoing shall not prevent redemption in accordance with Article V of
the Charter of the Corporation or the purchase or acquisition of shares
of Series A Preferred Stock or Parity Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding
shares of Series A Preferred Stock or Parity Stock, as the case may be.
Furthermore, unless full cumulative distributions on all outstanding
shares of Series A Preferred Stock and Parity Stock have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, the
Corporation shall not purchase or otherwise acquire directly or
indirectly any shares of Series A Preferred Stock or Parity Stock
(except by conversion into or exchange for shares of capital stock of
the Corporation ranking junior to Series A Preferred Stock and Parity
Stock as to distributions and upon liquidation).
(c) Notice of redemption will be given by publication
in a newspaper of general circulation in the City of New York, such
publication to be made once a week for two successive weeks commencing
not less than 30 nor more than 60 days prior to the redemption date. A
similar notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of record
of shares of Series A Preferred Stock at the address shown on the share
transfer books of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of Series A Preferred Stock
to be redeemed; (iii) the redemption price per share; (iv) the place or
places where certificates for shares of Series A Preferred Stock are to
be surrendered for payment of the redemption price; and (v) that
distributions on shares of Series A Preferred Stock will cease to
accrue on such redemption date. If fewer than all shares of Series A
Preferred Stock are to be redeemed, the notice mailed to each such
holder thereof shall also specify the number of shares of Series A
Preferred Stock to be redeemed from each such holder. If notice of
redemption of any shares of Series A Preferred Stock has been given and
if the funds necessary for such redemption have been set aside by the
Corporation in trust for the benefit of the holders of shares of Series
A Preferred Stock so called for redemption, then
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from and after the redemption date, distributions will cease to accrue
on such shares of Series A Preferred Stock, such shares of Series A
Preferred Stock shall no longer be deemed outstanding and all rights of
the holders of such shares will terminate, except the right to receive
the redemption price.
(d) The holders of shares of Series A Preferred Stock
at the close of business on a Distribution Record Date will be entitled
to receive the distribution payable with respect to such shares of
Series A Preferred Stock on the corresponding Distribution Payment Date
notwithstanding the redemption thereof between such Distribution Record
Date and the corresponding Distribution Payment Date or the
Corporation's default in the payment of the distribution due. Except as
provided above, the Corporation will make no payment or allowance for
unpaid distributions, whether or not in arrears, on shares of Series A
Preferred Stock which have been called for redemption.
(e) Series A Preferred Stock will not be subject to
any sinking fund or mandatory redemption, except as provided in Article
V of the Charter of the Corporation.
5. VOTING RIGHTS.
(a) Except as indicated in this Section 5, or except
as otherwise from time to time required by applicable law, the holders
of shares of Series A Preferred Stock will have no voting rights.
(b) If six quarterly distributions (whether or not
consecutive) payable on shares of Series A Preferred Stock or any
Parity Stock are in arrears, whether or not earned or declared, the
number of directors then constituting the Board of Directors of the
Corporation will be increased by two, and the holders of shares of
Series A Preferred Stock, voting together as a class with the holders
of shares of any other series of Parity Stock (any such other series,
the "Voting Preferred Stock"), will have the right to elect two
additional directors to serve on the Corporation's Board of Directors
at any annual meeting of stockholders or a properly called special
meeting by at least 20% of the holders of Series A Preferred Stock and
such other Voting Preferred Stock (unless such request is received less
than 90 days before the date fixed for the next annual or special
meeting of stockholders) until all such distributions have been
declared and paid or set aside for payment. The term of office of all
directors so elected will terminate with the termination of such voting
rights.
(c) So long as any shares of Series A Preferred Stock
remain outstanding, the Corporation will not without the affirmative
vote or consent of the holders of at least two-thirds of the shares of
the Series A Preferred Stock outstanding at the time, given in person
or by proxy, either in writing or at a meeting (voting separately as a
class), (a) authorize or create, or increase the authorized or issued
amount of, any class or series of capital stock ranking senior
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to the Series A Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up
or reclassify any authorized capital stock of the Company into such
shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such shares;
or (b) amend, alter or repeal the provisions of the Corporation's
Charter or the Articles Supplementary, whether by merger, consolidation
or otherwise (an "Event"), so as to materially and adversely affect any
right, preference, privilege or voting power of the Series A Preferred
Stock or the holders thereof; provided, however, with respect to the
occurrence of any Event set forth in (b) above, so long as the Series A
Preferred Stock remains outstanding with the terms thereof materially
unchanged, taking into account that upon the occurrence of an Event the
Corporation may not be the surviving entity, the occurrence of any such
Event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting power of holders of the
Series A Preferred Stock and provided further that (i) any increase in
the amount of the authorized Preferred Stock or the creation or
issuance of any other series of Preferred Stock, or (ii) any increase
in the amount of authorized shares of such series, in each case ranking
on a parity with or junior to the Series A Preferred Stock with respect
to payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up, shall not been deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
(d) Except as provided above and as required by law,
the holders of Series A Preferred Stock are not entitled to vote on any
merger or consolidation involving the Corporation, on any share
exchange or on a sale of all or substantially all of the assets of the
Corporation.
6. CONVERSION.
The shares of Series A Preferred Stock are not
convertible into or exchangeable for any other property or securities
of the Corporation, except that each share of Series A Preferred Stock
is convertible into Excess Stock as provided in Article V of the
Charter of the Corporation.
7. STATUS OF REDEEMED STOCK.
In the event any shares of Series A Preferred Stock
shall be redeemed pursuant to Section 4 hereof, the shares so redeemed
shall revert to the status of authorized but unissued shares of Series
A Preferred Stock available for future issuance and reclassification by
the Corporation.
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IN WITNESS WHEREOF, PARKWAY PROPERTIES, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on April ___, 1998.
WITNESS: PARKWAY PROPERTIES, INC.
By:
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Sarah P. Clark, Secretary Steven G. Rogers, President
THE UNDERSIGNED, President of PARKWAY PROPERTIES, INC., who executed on
behalf of the Corporation the Articles Supplementary of which this certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that the matters and facts set forth herein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
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Steven G. Rogers
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