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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 6, 2000
Date of Report (Date of earliest event reported)
PARKWAY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 1-11533 74-2123597
(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
ONE JACKSON PLACE, SUITE 1000
JACKSON, MISSISSIPPI 39201
(Address, including zip code, of Registrant's Principal Executive Office)
(601) 948-4091
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
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ITEM 5. OTHER EVENTS.
The following is an updated description of the Maryland "control share
acquisition" statute, which was recently changed. Maryland law provides for a
limitation of voting rights in a "control share acquisition." The Maryland
statute defines a control share acquisition at the 10%, 33 1/3% and 50%
acquisition levels, and requires a two-thirds vote (excluding shares owned by
the acquiring person and certain members of management) to accord voting rights
to shares acquired in a control share acquisition. The statute would require the
target company to hold a special meeting at the request of an actual or proposed
control share acquiror subject to compliance with certain conditions by such
acquiror. In addition, unless the charter, declaration of trust or bylaws
provide otherwise, the statute gives the target company, within certain time
limitations, various redemption rights if there is a shareholder vote on the
issue and the grant of voting rights is not approved, or if an "acquiring person
statement" is not delivered to the target company within 10 days following a
control share acquisition. Moreover, unless the charter, declaration of trust or
bylaws provide otherwise, the statute provides that if, before a control share
acquisition occurs, voting rights for control shares are approved at a
shareholders' meeting and the acquiror becomes entitled to vote a majority of
the shares entitled to vote, then all other shareholders may exercise appraisal
rights. The statute does not apply to shares acquired in a merger, consolidation
or share exchange if the target company is a party to the transaction. An
acquisition of shares may be exempted from the control share statute provided
that a charter, declaration of trust or bylaw provision is adopted for such
purpose prior to the control share acquisition.
On October 6, 2000, Parkway Properties, Inc. ("Parkway"), entered into
an agreement with Five Arrows Realty Securities III L.L.C. ("Five Arrows"), an
investment fund managed by Rothschild Realty Inc., a member of the Rothschild
Group, providing for the sale of up to 2,142,857 shares at a net price of $34.30
per share of Series B Convertible Cumulative Preferred Stock ("Series B
Preferred Stock"). Under the terms of this agreement, Parkway may sell the
Series B Preferred Stock to Five Arrows in up to four closings, at Parkway's
option, during the next nine months for an aggregate purchase price of up to $75
million. In connection with such sale, Parkway has entered into certain related
agreements with Five Arrows, providing, among other things, for certain
registration rights with respect to the Series B Preferred Stock and the right
to designate members of the Board of Directors under certain circumstances.
Parkway's Board of Directors approved the election of Matthew W. Kaplan, a
representative of Five Arrows, as a member of Parkway's Board of Directors.
The Series B Preferred Stock is entitled to quarterly dividends in
arrears equal to the greater of $0.73 per share or the dividend on the number of
shares of common stock into which a share of Series B Preferred Stock is
convertible. Each share of Series B Preferred Stock is convertible into 1.0
share of common stock. The Series B Preferred Stock may be redeemed by Parkway
after October 6, 2005 at a 5% premium over the liquidation preference of $35.00
with such premium declining to zero after October 6, 2010. Over the nine-month
period of funding, Parkway will use the proceeds for general corporate purposes,
including
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funding future acquisitions and purchases of equity interests in other real
estate investment trusts.
Pursuant to the Investment Agreement, Parkway will issue to Five Arrows
a Common Stock Purchase Warrant (the "Warrant"). The Warrant entitles Five
Arrows the right to purchase from Parkway 75,000 duly authorized, validly
issued, fully paid and non-assessable shares of common stock at a purchase
price, subject to adjustment, of $35.00 per share. The Warrant expires on
October 6, 2007.
Parkway amended its rights plan pursuant to the First Amendment to the
Rights Agreement dated as of October 5, 2000 between Parkway and Computershare
Investor Services, LLC. A copy of the First Amendment to the Rights Agreement is
attached hereto as Exhibit 99(e).
ITEM 7. (C) EXHIBITS.
The following exhibits are included herein:
3(i) Articles Supplementary of Parkway dated October 6, 2000 creating the
Registrant's Series B Convertible Cumulative Preferred Stock (filed
herewith).
5 Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality (filed
herewith).
12 Parkway's statement regarding computation of ratio of earnings to
fixed charges.
99(a) Investment Agreement dated as of October 6, 2000 between Parkway and
Five Arrows Realty Securities III L.L.C. (filed herewith).
99(b) Operating Agreement dated as of October 6, 2000 between Parkway and
Five Arrows Realty Securities III L.L.C. (filed herewith).
99(c) Agreement and Waiver between the Parkway and Five Arrows Realty
Securities III L.L.C. (filed herewith).
99(d) Common Stock Purchase Warrant dated as of October 6, 2000 issued by
Parkway to Five Arrows Realty Securities III L.L.C. (filed herewith).
99(e) First Amendment to Parkway's Rights Agreement dated October 6, 2000
(filed herewith).
SIGNATURES
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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.
PARKWAY PROPERTIES, INC.
By: /s/ Sarah P. Clark
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Name: Sarah P. Clark
Title: Chief Financial Officer
Dated: October 10, 2000
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591570.1
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