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Filed Pursuant To Rule 424(B)(3)
Registration No. 333-92957
PARKWAY PROPERTIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 SHARES OF COMMON STOCK
We are offering shares of our common stock through our Dividend
Reinvestment and Stock Purchase Plan. The plan provides you with an economical
and convenient way to purchase shares of our common stock. Our common stock is
traded on the New York Stock Exchange under the symbol "PKY." On January 31,
2000, the last reported trading price of the common stock was $27.0625. Some of
the significant features of the plan are:
- You may purchase additional shares of common stock by automatically
reinvesting some or all of your cash dividends on our stock.
- You may also purchase shares of our common stock by making optional cash
payments of $100 to $10,000 per month.
- You can decide whether or not to participate in the plan, and you may
terminate your participation at any time.
- The purchase price for newly issued shares of common stock that you
acquire with reinvested dividends or optional cash investments within the
plan limits will generally be 97% of the average of the daily high and
low sales price for a share of our common stock reported by the New York
Stock Exchange for the five days, on which trades of our stock are
reported, immediately preceding the applicable investment date. In no
event, however, will the purchase price be less than 95% of the average
of the high and low sales price for our common stock on the applicable
investment date.
- The purchase price for shares purchased directly from us with optional
cash investments made with requests for waiver of the maximum optional
cash purchase will be 97% of the average of the daily high and low sales
price of our common stock on the New York Stock Exchange for the ten
days, on which trades of our stock are reported, immediately preceding
the applicable investment date.
- The purchase price for shares of common stock purchased in the open
market or in privately negotiated transactions with third parties will
equal 97% of the weighted average of the price we paid for those shares,
including any brokerage commissions.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is February 1, 2000.
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SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit information that may be important to you. You should carefully read the
entire text of the plan contained in this prospectus before you decide to
participate in the plan.
ENROLLMENT: You can participate in the plan if you currently
own shares of our stock by submitting a completed
Enrollment Authorization Form. You may obtain an
Enrollment Authorization Form from the plan
administrator, Harris Trust and Savings Bank. You
may participate directly in the plan only if you
hold our stock in your own name or upon making an
initial purchase. If you hold shares through a
brokerage or other account, you may arrange to have
your broker or other custodian participate on your
behalf.
INITIAL INVESTMENT: If you do not own any shares of our stock, you can
participate in the plan by submitting an executed
Direct Stock Services Initial Investment Form and
by making an initial investment in common stock
through the plan. The minimum initial investment is
$100 and the maximum initial investment is $10,000.
REINVESTMENT OF DIVIDENDS: You can reinvest your cash dividends on some or all
of your shares of common stock or some or all of
your shares of preferred stock toward the purchase
of shares of common stock, without paying fees.
OPTIONAL CASH INVESTMENTS: After you enroll in the plan, you can buy
additional shares of common stock with optional
cash payments without paying fees. You can invest a
minimum of $100 up to a maximum of $10,000 in any
one calendar month.
SOURCE OF SHARES: The administrator of the plan will purchase shares
of common stock in one of the following ways:
- directly from us as newly issued shares of common
stock, or
- from parties other than Parkway, either in the
open market or other negotiated transactions.
PURCHASE PRICE: The purchase price for shares of common stock under
the plan depends on how you purchase the shares and
on whether we issue new shares to you or the plan
obtains your shares by purchasing them in the open
market.
The purchase price for shares of common stock that
the plan administrator purchases directly from us
with reinvested dividends or optional cash
investments within the plan limits initially will
be 97% of the average daily high and low sales
price for a share of our common stock reported by
the New York Stock Exchange for the five days, on
which trades of our stock occur, immediately prior
to the applicable investment date. In no event,
however, will the purchase price be less than 95%
of the average of the high and low sales price for
our common stock on the applicable investment date.
The purchase price for shares purchased directly
from us with optional cash investments made with
requests for waiver will be 97% of the average of
the daily high and low sales price of our stock on
the New York Stock Exchange for the ten trading
days, on which our stock trades, immediately prior
to the applicable investment date.
The purchase price for any shares you purchase
through the plan that the plan administrator
purchases from parties other than Parkway, either
on the open market or in privately negotiated
transactions, rather than directly
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from us, will be 97% of the weighted average price
per share actually paid by the plan administrator,
including any brokerage commissions.
TRACKING YOUR INVESTMENT: You will receive periodic statements of the
transactions made in your plan account. These
statements will provide you with details of the
transactions and will indicate the share balance in
your plan account.
ADMINISTRATION: Harris Trust and Savings Bank initially will serve
as the administrator of the plan. If you are
currently a stockholder, you should contact the
administrator at:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
(877) 588-4124
[email protected]
INITIAL PURCHASE OF STOCK
BY NON-STOCKHOLDERS: For initial purchases of common stock, investors
who are not otherwise stockholders should contact
Shareholder Communications, Inc. by telephone at
(800) 286-9178 or investors may access NetStock
Direct on the world wide web at www.netstock.com.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., Chicago, Illinois, and New
York, New York. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. Our SEC filings are also available to the
public from the SEC's Web site at http://www.sec.gov. In addition, you may look
at our SEC filings at the offices of the New York Stock Exchange, which is
located at 20 Broad Street, New York, New York 10005. Our SEC filings are
available at the NYSE because our common stock is listed and traded on the NYSE.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to these documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede the information already incorporated
by reference. We are incorporating by reference the documents listed below,
which we have already filed with the SEC, and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, until we sell all of the securities:
- our Annual Report on Form 10-K for the year ended December 31, 1998;
- our Quarterly Report on Form 10-Q for the three months ended March 31,
1999;
- our Quarterly Report on Form 10-Q for the three months ended June 30,
1999;
- our Quarterly Report on Form 10-Q for the three months ended September
30, 1999;
- the description of our common stock contained in our registration
statement on Form 8-A, filed on August 5, 1996, and all amendments and
reports updating that description;
- the description of the rights to purchase shares of our common stock
contained in our registration statement on Form 8-A, filed on September
8, 1995, and all amendments and reports updating that description; and
- our Current Report on Form 8-K dated March 24, 1999.
You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this prospectus, at no
cost by writing or telephoning us at the following address: Parkway Properties,
Inc., One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson,
Mississippi 39201-2195, Attention: Investor Relations. Our telephone number is
(601) 948-4091 or (800) 748-1667. You may also reach us by e-mail through our
website at www.parkwayco.com.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or
those documents.
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ABOUT PARKWAY PROPERTIES, INC.
We are a self-administered real estate investment trust specializing in the
operations, leasing, management, acquisition and financing of office properties
in the Southeastern United States and Texas. Parkway and its predecessors have
been public companies engaged in the real estate business since 1971, and have
successfully operated and grown through several major real estate cycles. As of
February 1, 2000, we owned or had an interest in 52 office properties located in
12 states encompassing approximately 7.4 million net rentable square feet. We
seek to acquire Class A, A- or B+ office properties ranging in size from 50,000
to 500,000 net rentable square feet in markets characterized by above-average
employment and population growth.
Our principal executive offices are located at One Jackson Place, Suite
1000, 188 East Capitol Street, Jackson, Mississippi 39201-2195, and our
telephone number is (601) 948-4091 or (800) 748-1667. We also have a website at
www.parkwayco.com.
Additional information regarding Parkway, including our audited financial
statements and descriptions of Parkway, is contained in the documents
incorporated by reference in this prospectus. See "Where You Can Find More
Information" on page 4.
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TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following questions and answers constitute our Dividend Reinvestment
and Stock Purchase Plan and explain how it works. We expect to continue to pay
quarterly distributions on our shares of common stock in the future, as we have
done in the past. If you are a stockholder and do not participate in this plan,
you will continue to receive cash dividends in the usual manner, as we declare
and pay them. In the plan, we refer to our current stockholders, holders of
units of limited partnership interests in Parkway Properties LP and new
investors who participate in this plan as "participants." All references to "our
stock" in this prospectus refer collectively to our common stock and all classes
or series of our preferred stock (including any additional class or series of
our preferred stock that we may designate and issue in the future).
GENERAL INFORMATION
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of this plan is to provide current owners of our stock and
holders of units of limited partnership interests of Parkway Properties LP, as
well as interested new investors, with an economical and convenient way to
invest in Parkway. As a current owner of our stock or holder of limited
partnership units of Parkway Properties LP, you can invest cash dividends or
distributions in additional shares of our common stock without paying any
brokerage commissions, service charges or fees on newly issued shares that the
plan administrator buys directly from us.
However, this plan is primarily intended to benefit long-term investors,
and not individuals or institutions who engage in short-term trading activities
that could cause aberrations in the trading of our common stock. We may modify,
suspend or terminate participation in this plan by otherwise eligible persons in
order to eliminate practices which are inconsistent with the purposes of this
plan.
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
- You can reinvest cash dividends paid on some or all of your shares of our
stock. You can also invest distributions paid on some or all of your
units of limited partnership interest. You will not pay any service
charge on these purchases. You will also not pay any brokerage
commissions on newly issued shares that the plan administrator buys
directly from us, although you will pay any brokerage commissions that
the plan administrator pays if it purchases our shares from parties other
than Parkway. In addition, the purchase price for shares of common stock
that you acquire with reinvested dividends or reinvested distributions
will be at a discount, which is currently 3%.
- In addition to shares you purchase by reinvesting dividends or
distributions, you may buy additional shares directly from us, subject to
minimum and maximum amounts, and you will not pay any brokerage
commissions or service charges on newly issued shares. You will pay any
brokerage commissions that the plan administrator pays when making
purchases of shares from parties other than Parkway under the plan.
- You may reinvest all cash dividends or distributions because the plan
allows you to purchase fractional shares of common stock. Dividends on
fractional plan shares, as well as on whole plan shares, will be
reinvested in additional shares which we will credit to your plan
account.
- If you request, the plan administrator will send you certificates for
shares purchased, otherwise the plan administrator will provide for the
safekeeping of certificates for shares credited to your plan account. You
pay no fee for this service.
- You can also deposit certificates for any other shares of our stock
registered in your name for safekeeping with the plan administrator. You
pay no fee for this service. Because you bear the risk of loss in sending
certificates to the plan administrator, certificates should be sent by
registered mail, return receipt requested and properly insured.
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- We will send you periodic statements showing current account information,
including purchases of common stock held in your plan account and your
most recent plan account balance. This simplifies your record keeping.
3. WHAT ARE THE DISADVANTAGES OF THE PLAN?
- We will not pay you any interest on dividends, distributions or optional
cash payments held by the plan administrator before the investment date.
See Question 23 on page 14 that defines the investment date. In addition,
if you send us money to buy common stock directly from us, we will return
that money to you, without interest, if it is below the minimum amount or
above the maximum amount allowed.
- We will not determine the purchase price of shares that you purchase
under the plan until the applicable investment date. As a result, you
will not know the actual price per share or number of shares you will
purchase until that date.
- You will pay any brokerage commissions that the plan administrator pays
if it purchases shares from parties other than Parkway.
- If you decide to purchase common stock directly from us, your cash
payment may be exposed to changes in market conditions for a longer
period of time than if you had arranged to buy shares through a broker.
- If you request the plan administrator to sell common stock credited to
your plan account, the plan administrator will deduct a transaction fee,
any brokerage commission and any applicable stock transfer taxes from the
proceeds of the sale.
- You cannot pledge shares of common stock deposited in your plan account
until the shares are withdrawn from this plan.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Record Owners. If you own our stock in your own name as a "record owner"
you are eligible to participate directly in this plan.
Beneficial Owners. You are a "beneficial owner" if your stock is held in a
brokerage account or in the name of a bank, broker or other nominee. If you are
a beneficial owner, you can participate in the plan in one of two ways.
- You can participate directly in the dividend reinvestment feature of the
plan by becoming a record owner. You can do this by having one or more
shares of our stock transferred into your own name from that of your
bank, broker or other nominee.
- You may also ask the bank, broker or other nominee who is the record
owner to participate on your behalf. Except for instructions received
from brokers and bank nominees, we cannot recognize instructions received
from anyone acting as an agent on behalf of other participants in this
plan.
Non-stockholders. If you do not currently own any of our stock you may
participate in this plan by making an initial purchase of common stock through
the stock purchase feature of this plan.
5. ARE THERE LIMITATIONS ON PARTICIPATION IN THE PLAN OTHER THAN THOSE DESCRIBED
ABOVE?
We may, for any reason or no reason, decide not to allow you to participate
in the plan even if you qualify for participation in this plan. For example,
some stockholders may be residents of jurisdictions in which we determine that
it may not be legally or economically practical to offer our stock under this
plan. We may preclude residents of those jurisdictions from participating in
this plan.
We may also limit participation by some stockholders in order to maintain
our tax-advantaged status as a REIT. In order for us to maintain our
qualification as a REIT, not more than 50% in value of our outstanding stock may
be owned, directly or indirectly, by five or fewer individuals, as determined
under the Internal Revenue Code. We may terminate your participation in this
plan at any time by sending you written notice of the
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termination. We would do this if your participation would violate restrictions
contained in our charter which are designed to assure compliance with the
restrictions of the Internal Revenue Code. Our charter prohibits any
stockholder, directly or indirectly, from beneficially owning more than 9.8%, in
value or in number, of our outstanding stock.
If you attempt to transfer or acquire any shares of our capital stock that
would result in direct or indirect ownership of our capital stock in excess of
this ownership limit, or if the transfer or acquisition would for any other
reason result in disqualification of Parkway as a REIT, the transfer or
acquisition will be null and void. Our charter provides that our capital stock
subject to this limitation is subject to the automatic conversion of the shares
purported to be transferred in excess of the ownership limit into Excess Stock,
shares with no voting and distribution rights, and to various rights of Parkway
to enforce the ownership limitation, including transfer of the shares to a
trust. We may invalidate any purchases made under this plan that, in our sole
discretion, may violate the 9.8% ownership limit.
You cannot transfer your right to participate in this plan except by
transferring your interest in our stock to another person.
6. WHO ADMINISTERS THE PLAN?
Harris Trust and Savings Bank, the transfer agent for our common stock,
administers the plan for participants, maintains records, provides regular
account statements to participants, and performs other duties relating to this
plan. Current stockholders can contact the plan administrator at:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
Please reference Parkway and your account number in all correspondence. When
corresponding with the plan administrator, we suggest that you give your daytime
telephone number and area code.
You may also telephone the plan administrator, toll free, at (877)
588-4124. An automated phone system is available Monday through Friday from 6:00
a.m. until 9:00 p.m. and on Saturday and Sunday from 8:00 a.m. until 9:00 p.m.
Customer service representatives are available from 8:30 a.m. to 5:00 p.m.
Central time each business day. Spanish language translation service is
available.
The plan administrator's e-mail address is [email protected] and its
website is www.harrisbank.com.
If you wish to contact Parkway directly, you may write or call:
Parkway Properties, Inc.
Investor Relations
One Jackson Place, Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201-2195
(601) 948-4091
You may also reach Parkway by e-mail through our website at
www.parkwayco.com.
Investors who are not currently stockholders may contact Shareholder
Communications, Inc. by telephone at (800) 286-9178 or NetStock Direct via the
world wide web at www.netstock.com regarding initial purchases of common stock.
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YOUR CHOICES UNDER THE PLAN
7. WHAT INVESTMENT CHOICES ARE AVAILABLE UNDER THE PLAN?
We offer you two ways of investing in our common stock through the plan:
- First, you may automatically reinvest all, part or none of the cash
dividends paid on shares of our stock that you own.
- Additionally, you may make optional cash investments ranging from a
minimum of $100 per month up to a maximum of $10,000 per month to
purchase common stock.
You can invest 100% of your dividends under the plan because the plan
permits you to purchase whole shares as well as fractional shares of common
stock. In addition, we will credit your account for dividends on both full and
any fractional shares, according to the investment option you select.
Holders of units of limited partnership interests of Parkway Properties LP
can also automatically invest some or all of their quarterly distributions from
Parkway Properties LP in shares of common stock of Parkway. Except as otherwise
noted, the discussion in the following questions in this prospectus relating to
the reinvestment of dividends on our stock also applies to the investment
choices available to holders of limited partnership interests and to the
mechanics and timing of the investment of quarterly distributions from Parkway
Properties LP in our common stock.
8. HOW DOES THE OPTIONAL CASH INVESTMENT FEATURE WORK?
Optional cash investments allow you to purchase more shares than you could
purchase just by reinvesting dividends after they are paid to you. You can buy
shares of our common stock each month with optional cash investments after you
submit a properly executed and signed Enrollment Authorization Form. The plan
administrator will use your optional cash investment to purchase common stock
for your plan account on the next investment date after it receives your cash
payment.
You can make optional cash investments even if you have not chosen to
reinvest your cash dividends on shares held by you, remembering that any stock
purchased through the plan will continue to have dividends received on such
shares reinvested. If you choose to make only optional cash investments, we will
continue to pay cash dividends when and as declared on any shares of our stock
registered in your name, and dividends paid to you on your plan shares will be
reinvested.
You may make your first optional cash investment when you enroll by
enclosing a check with the Enrollment Authorization Form. Checks should be made
payable to Harris Trust and Savings Bank, the plan administrator, and returned
along with the Enrollment Authorization Form. Afterwards, you may make optional
cash investments by completing the Cash Payment Form attached to your account
statement. You may also use the automatic monthly investment feature, described
below. If you use the Cash Payment Form, you must send the plan administrator a
separate Cash Payment Form and a separate check for each transaction. The plan
administrator will not accept third party checks.
If any check you deliver to the plan administrator is returned unpaid, the
plan administrator may consider the request for the investment of such money
null and void and may immediately remove from your account shares of common
stock purchased with that check. The plan administrator may sell those shares to
satisfy any uncollected amount and a $25 returned check fee. If the proceeds
from the sale of the common stock do not satisfy the brokerage fees, uncollected
balance and returned check fee, the plan administrator may sell additional
shares from your plan account to satisfy the brokerage fees, uncollected balance
and fee. Checks should be made payable to Harris Trust and Savings Bank and
should be made out in U.S. funds drawn on a U.S. bank.
If you elect to make optional cash investments in any month, you must mail
funds to the address indicated on the Cash Payment Form. If the plan
administrator does not receive your funds and Cash Payment Form at least two
business days prior to the next investment date, the plan administrator will not
invest your funds on the next investment date but will hold your funds for
investment on the next subsequent investment date.
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9. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH INVESTMENTS?
You may make optional cash investments at any time. However, your optional
cash investments cannot exceed $10,000 per month. A minimum investment of $100
per month is required to exercise this option. We can, however, in our sole
discretion waive or lower the minimum investment requirement. You do not have to
send the same amount of money each month and there is no requirement that you
make an optional cash investment each month.
10. IS IT POSSIBLE FOR ME TO INVEST MORE THAN $10,000 PER MONTH IN PARKWAY
STOCK?
Yes. If you submit a written Request for Waiver Form and our board of
directors approves your request, you may invest more than the $10,000 maximum
per month in our common stock. At its sole discretion, our board of directors
may in the future delegate the authority to approve requests for waivers to an
authorized officer or committee of our board of directors. You must send the
Request for Waiver Form directly to us, by mail to, Investor Relations, Parkway
Properties, Inc., One Jackson Place, Suite 1000, 188 East Capitol Street,
Jackson, Mississippi 39201-2195, or by facsimile at (601) 949-4077 and we must
receive it at least 21 business days before the next investment date. Then, if
your request is approved, you must send funds for your optional cash investment
and our form of approval to the plan administrator at least 14 business days
before the next investment date. We will promptly notify you whether we approved
your request, or the amount of your request that we approved. To obtain a
Request for Waiver Form, you should request the form from us at (601) 948-4091
or (800) 748-1667. Completed Requests for Waiver Forms should be sent to Parkway
at One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson, Mississippi
39201-2195, Attention: Investor Relations or by facsimile at (601) 949-4077.
We may grant or deny any request for waiver for any reason or no reason. If
you and other participants request to invest amounts that are, in total, more
than what we would accept, we may honor your request and the requests of other
participants, pro rata or by any other appropriate method.
11. ARE THERE ANY SPECIAL TERMS RELATING TO INVESTMENTS I MAY MAKE WITH REQUESTS
FOR WAIVER?
Purchase Price. The purchase price for shares purchased directly from us
with requests for waiver will be 97% of the average of the daily high and low
sales price of our common stock on the NYSE for the ten days, on which our
common stock trades, immediately preceding the next investment date. The
purchase price for shares purchased in the open market or in privately
negotiated transactions with third parties will equal 97% of the weighted
average of the price we paid for those shares, including any brokerage
commissions. We will compute the purchase price to the fourth decimal place.
Purchases you make with requests for waiver may be subject to a minimum price.
To obtain specific information for a specific investment date, please call
Investor Relations at (601) 948-4091 or (800) 748-1667.
Minimum Price. We may establish a minimum price for optional cash
investments made with requests for waiver for any investment date. For some
investment dates, we may not establish a minimum price. If we establish a
minimum price, it will be stated as a dollar amount that the purchase price for
the shares of our common stock must equal or exceed. If the price of our common
stock is less than the minimum price on any trading day during the pricing
period, then we will exclude that day and the trading prices for that day from
the calculation of the purchase price. For example, if the minimum price is not
satisfied for three of the ten days in a pricing period, then the purchase price
will be based on the remaining seven days when the minimum price is satisfied.
For each day during the pricing period that the minimum price is not satisfied,
we will return one tenth of each optional cash investment made with a request
for waiver to you by check, without interest, as soon as practicable after the
applicable investment date. The establishment of a minimum price and the
possible return of a portion of the investment applies only to optional cash
investments made pursuant to a request for waiver.
Waiver Discount. The current discount for purchases made pursuant to
Requests for Waiver is 3%. This discount may range between 0% and 3% and may
vary each month at Parkway's sole discretion, but once established will apply
uniformly to all cash investments made pursuant to Requests for Waiver during
that month. The discount will be established in our sole discretion after a
review of relevant factors including, but not limited to, current market
conditions, the level of participation in the plan, and current and projected
capital needs.
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Participants may obtain information about the discount applicable to the next
investment date by telephoning us at (601) 948-4091 or (800) 748-1667. Setting
the discount for a particular month shall not affect the setting of the discount
for any subsequent month. The discount feature discussed above applies only to
cash investments made pursuant to written Requests for Waiver and does not apply
to the reinvestment of cash dividends or optional cash investments and initial
investments of $10,000 or less.
12. WHEN MUST FUNDS FOR OPTIONAL CASH INVESTMENTS BE RECEIVED BY THE PLAN
ADMINISTRATOR?
The plan administrator must receive funds for optional cash investments at
least two business days prior to the next investment date. Funds for optional
cash investments will be invested monthly on the next investment date. If you
change your mind with respect to an optional cash investment, the plan
administrator will return your funds to you if the plan administrator receives a
request from you at least three business days before the next investment date.
The plan administrator will return to you any funds you send for optional cash
investments if your optional cash investment is less than $100. The plan
administrator will also return funds for your optional cash investment that
exceed the maximum allowable investment of $10,000 per month unless we granted
your prior request for waiver.
Neither we nor the plan administrator will pay you interest on funds you
send for optional cash investments.
13. WHAT IS THE AUTOMATIC MONTHLY INVESTMENT FEATURE OF THE PLAN?
You may make optional cash investments by means of an "automatic monthly
investment" of not less than $100 nor more than a total of $10,000 each month by
electronic funds transfer from a predesignated U.S. account.
If you wish to begin making automatic monthly investments, you must provide
written authorization to the plan administrator together with a voided blank
check for the account from which funds are to be drawn. The plan administrator
will process the requests as promptly as practicable.
Once you begin making automatic monthly investments, the plan administrator
will draw funds from your designated account five business days before the next
investment date of each month and will purchase shares of common stock on that
investment date. You may change the amount of your automatic monthly investment
or terminate your automatic monthly investment by providing new written
instructions to the plan administrator. The change will be effective for that
month if the plan administrator receives the instructions prior to the last
business day of the preceding calendar month.
A fee of $25 will be charged on any returned unpaid electronic funds
transfers. The plan administrator may sell shares from your plan account to
satisfy this $25 fee and any brokerage fees incurred as a result of this sale.
14. ARE THERE ANY EXPENSES IN CONNECTION WITH PURCHASES UNDER THE PLAN?
You generally do not pay any brokerage commissions, service charges or fees
on shares you purchase through reinvestment of dividends or optional cash
purchases. Parkway pays all costs of administration of this plan. However, if
the plan administrator pays brokerage commissions when making purchases of
common stock from parties other than Parkway, you will pay those commissions as
part of the price that you pay for shares under the plan. In addition, you must
pay brokerage commissions and an administrative fee if you request the plan
administrator to sell your shares held in this plan. An administrative fee is
also charged to you in the event you gift or otherwise transfer your shares held
in this plan. Also, investors who are not otherwise stockholders of Parkway will
be charged an enrollment fee upon participation in the plan.
If you contact the plan administrator toll free at (877) 588-4124, they
will provide you with the brokerage commission, administrative fee and
enrollment fee currently in effect.
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PARTICIPATING IN THE PLAN
15. HOW CAN I PARTICIPATE?
If you are a record owner of our stock you may join the plan by completing
and signing an Enrollment Authorization Form and returning it to the plan
administrator or by contacting the plan administrator at (877) 588-4124.
If you are a beneficial owner and wish to join the plan, you must contact
your bank, broker or other nominee to arrange participation in the plan on your
behalf. To facilitate participation by beneficial owners, we have made
arrangements with the plan administrator to reinvest dividends and accept
optional cash investments under the stock purchase feature of this plan by
record owners such as brokers, banks and other nominees, on behalf of beneficial
owners. You must make sure that the broker, bank or other nominee passes along
the proceeds of any applicable discount for purchases through the plan to your
plan account.
Alternatively, if you are a beneficial owner of our stock you may simply
request that the number of shares of our stock you wish to be enrolled in this
plan be reregistered by the bank, broker or other nominee in your own name as
record owner. You can then participate in the plan directly. You should contact
your bank, broker or nominee for information on how to reregister your shares.
If you do not currently own shares of our stock, you may join the plan as a
record owner by completing and signing a Direct Stock Services Initial
Investment Form and by making an initial investment between $100 and $10,000. At
the same time, you may designate all, a portion or none of the stock you
purchased to be enrolled in the dividend reinvestment feature of the plan.
Initial investors should contact Shareholder Communications, Inc. at (800)
286-9178 or Net Stock Direct at www.netstock.com for initial purchases of common
stock.
16. WHAT ALTERNATIVES DOES THE ENROLLMENT AUTHORIZATION FORM AND THE DIRECT
STOCK SERVICES INITIAL INVESTMENT FORM PROVIDE?
Both the Enrollment Authorization Form and the Direct Stock Services
Initial Investment Form allow you to decide the extent of your participation in
this plan. By checking the appropriate box on the Enrollment Authorization Form
or the Direct Stock Services Initial Investment Form, you indicate which
features of the plan you will use.
Full Reinvestment of Distributions: Select this option if you wish to
reinvest the dividends on all our stock registered in your name as well as on
all stock credited to your plan account. Selecting this alternative also permits
you to make monthly optional cash investments.
Partial Reinvestment of Distributions: Select this option if you wish to
reinvest the dividends on a specified number of shares of our stock registered
in your name or credited to your plan account. Selecting this alternative also
allows you to make monthly optional cash investments.
Optional Cash Investments Only: Select this option if you wish to
participate in the plan only by making monthly optional cash investments. You
will continue to receive cash dividends on all our stock registered in your name
however, dividends will be reinvested on any full and fractional shares credited
to your plan account.
IMPORTANT:
If you return the Enrollment Authorization Form or the Direct Stock
Services Initial Investment Form to the plan administrator without any of the
boxes checked, the plan administrator will automatically enroll you in the full
dividend reinvestment alternative.
The plan administrator will not process your Enrollment Authorization Form
or the Direct Stock Services Initial Investment Form if the form does not have
the proper signature(s).
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17. HOW CAN I CHANGE MY METHOD OF PARTICIPATION?
You may change your method of participation at any time by completing an
Enrollment Authorization Form and returning it to the plan administrator or by
submitting a written request to the plan administrator.
18. IN WHOSE NAME WILL PLAN ACCOUNTS BE MAINTAINED?
The plan administrator will maintain your account in your name as shown on
our records at the time you enter the plan. When issued, certificates for full
shares of common stock will be registered in your name as it appears on your
plan account.
19. CAN I WITHDRAW FROM THE PLAN?
Yes. The plan is entirely voluntary, and you may withdraw at any time. If
the plan administrator receives your written request to withdraw from the plan
at least three business days before the applicable dividend record date for our
stock, you will once again receive cash dividends on whole shares you own. The
plan administrator will refund optional cash investments that have not been
invested if the plan administrator receives your request for refund either prior
to or at the same time your request for withdrawal is made. Otherwise, the plan
administrator will invest your optional cash payment on the next investment
date.
If the plan administrator receives your request to withdraw from the plan
less than three business days before the applicable dividend record date, it
will process your request as promptly as possible following that investment
date.
20. HOW DO I WITHDRAW FROM OR RE-ENROLL IN THE PLAN?
In order to withdraw from the plan, you must provide the plan administrator
with your written request to withdraw from the plan.
You may request:
- that the plan administrator send all future dividends to you by check and
continue to hold your plan shares in your plan account (in such case you
may continue to make optional cash investments): dividends on plan shares
will continue to be reinvested;
- that the plan administrator discontinue any automatic withdrawals of
funds and purchases of shares;
- that a certificate be issued for all full shares of common stock held for
your account and a check be issued for the proceeds from the sale of any
fractional share less any fees or commissions; or
- that all full shares and any fractional share held for your account be
sold and a check issued for the net proceeds, less any applicable
brokerage fees and commissions, service or administrative charges and
transfer tax.
If a request to withdraw is received near a record date for an account
whose dividends are to be reinvested, the plan administrator in its sole
discretion may either pay such dividends in cash or reinvest them in shares on
behalf of the terminating participant. In the event reinvestment is made, the
plan administrator will process the termination as soon as practicable, or
within five business days after the investment is completed.
If you do not own at least one whole share registered in your name or held
through the plan, your participation in the plan may be terminated. We may also
terminate the plan or your participation in the plan after written notice in
advance mailed to your address appearing on the plan administrator's records. If
your participation in the plan is terminated, you will receive certificates for
whole shares held in your account and a check for the cash value of any
fractional share held in your terminated plan account.
Generally, you may elect to re-enroll in this plan at any time, simply by
following the same procedures used to enroll initially. However, we may reject
your Enrollment Authorization Form or Direct Stock Services Initial Investment
Form if we believe that you have enrolled in the plan and withdrawn too often.
We would do this
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because we intend to minimize unnecessary administrative expense and to
encourage use of this plan as a long-term stockholder investment service.
PURCHASING STOCK UNDER THE PLAN
21. WHERE WILL THE COMMON STOCK THAT I PURCHASE UNDER THE PLAN COME FROM?
The plan administrator will purchase stock:
- directly from Parkway;
- on the open market; or
- through privately negotiated transactions.
Each month we will decide how the plan administrator will purchase common stock.
We do not have to provide you with any written notice about the source of the
common stock to be purchased, but you may obtain current information regarding
the source of the common stock by calling Investor Relations at (601) 948-4091
or (800) 748-1667.
22. WHAT WILL BE THE PRICE OF COMMON STOCK THAT I PURCHASE UNDER THE PLAN?
If the plan administrator purchases common stock directly from us, the
price per share will be:
- 97% of the average of the high and low sales price for our common stock
as reported on the New York Stock Exchange for the five days, on which
trades of our stock are reported, immediately prior to the applicable
investment date. In no event, however, will the purchase price be less
than 95% of the average of the high and low sales price for our common
stock on the applicable investment date.
If the plan administrator purchases common stock from parties other than
us, either in the open market or in privately negotiated purchases, the price
per share will be:
- 97% of the weighted average of the actual prices, including any brokerage
commissions, that the plan administrator pays for all of the shares of
common stock purchased by the plan administrator for that month.
23. WHAT IS THE "INVESTMENT DATE"?
The investment date is the date or dates on which shares of our common
stock are purchased with reinvested dividends, reinvested distributions,
optional cash payments, initial investments and automatic monthly investments.
The investment date under the plan depends on how you purchase the shares and
whether we issue new shares to you or the plan obtains your shares by purchasing
them from parties other than Parkway.
- Reinvested Dividends and Distributions: The investment date for
reinvested dividends and reinvested distributions is the date or dates on
which our quarterly dividends or distributions are paid if the plan
administrator acquires shares directly from us. This means that if you
are reinvesting dividends declared on our common stock, the investment
date is the date of payment of quarterly dividends on our common stock.
If you are reinvesting dividends on a particular series or class of our
preferred stock, the investment date is the date of payment of dividends
for that particular series or class of our preferred stock. If you are
reinvesting distributions on limited partnership interests, the
investment date is the date of payment of distributions for that
particular series of units of limited partnership interests. If the plan
administrator acquires shares from parties other than Parkway either in
open market or privately negotiated purchases the investment date will be
the date or dates of the actual purchases, but no later than ten business
days following the date on which we paid the applicable cash dividend or
distribution. The record date associated with a particular dividend is
referred to in this plan as a "dividend record date."
- Optional Cash Payments, Initial Investments and Automatic Monthly
Investments: The investment date for optional cash payments, initial
investments by non-stockholders and automatic monthly investments will
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be the date of payment of dividends on our common stock for months in
which a dividend is paid and the last business day of the month in which
dividends are not paid if the plan administrator acquires shares directly
from us. If the plan administrator acquires shares from parties other
than Parkway either in open market or privately negotiated purchases the
investment date will be the date or dates of the actual purchases, but no
later than ten business days after the end of the month.
24. WHEN WILL INVESTMENTS BE MADE UNDER THE PLAN?
The plan administrator will credit shares of our common stock purchased
with reinvested dividends or distributions to your account on the applicable
investment date for that quarter. The plan administrator will credit shares to
your account for optional cash investments on the next investment date after it
receives your cash payment. The plan administrator must receive your payment at
least two business days before the next investment date in order to invest your
payment on that investment date.
When the plan administrator makes purchases from parties other than
Parkway, those purchases may be made on any securities exchange where shares of
our common stock are traded, in the over-the-counter market or by negotiated
transactions. The plan administrator will make these purchases on terms that it
approves. Neither we nor any participant will have any power to direct the time
or price at which the plan administrator will purchase shares. However, if the
plan administrator purchases shares on the open market or in negotiated
transactions, it will use its best efforts to purchase the shares at the lowest
possible price.
25. HOW MANY SHARES OF COMMON STOCK WILL I BE PURCHASING THROUGH THE PLAN?
The number of shares of common stock that you purchase depends on several
factors including:
- the amount of dividends or distributions you reinvest, including
dividends on stock credited to your plan account;
- the amount of any optional cash investments you make; and
- the purchase price of the common stock on the applicable investment date.
The plan administrator will credit your account with the number of shares
equal to the total amount to be invested divided by the applicable purchase
price. The only limit on the number of shares available for purchase directly
from us is the number of shares of common stock registered for issuance under
the plan.
26. HOW WILL I BE NOTIFIED OF MY PURCHASES OF COMMON STOCK?
The plan administrator will send you an account statement following each
investment showing your activity and balance in your plan account. Your account
statement will show the number of shares purchased and their purchase price.
Your account statement will also show the total number of shares you purchased
through the plan to date during the calendar year, as well as the total number
of shares held in your account as of the investment date.
The final statement for each year will show all pertinent information for
that calendar year. You should keep this statement for tax purposes. The plan
administrator may charge you a fee if you request additional copies of your
prior account statements.
We will also send you copies of each prospectus and any amendments or
supplements to prospectuses describing the plan, and we will send you the same
information that we send to other stockholders, including quarterly reports,
annual reports, notices of stockholders meetings, proxy statements, and income
tax information for reporting dividends paid.
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SELLING SHARES OF STOCK HELD IN THE PLAN
27. HOW CAN I SELL STOCK HELD IN MY PLAN ACCOUNT?
You may sell some or all of your stock held in your plan account, even if
you are withdrawing from this plan. You can sell your shares either through your
broker or through the plan administrator.
If you elect to sell through a broker, you must first request the plan
administrator to send you a certificate representing the number of shares you
want to sell. The plan administrator will generally process requests for
certificates for your shares within five business days after it receives your
request. If the plan administrator receives your request on or after a dividend
record date but before the related investment date, it will process requests for
certificates approximately ten business days after the investment date.
Alternatively, you may send the plan administrator a request to sell some
or all of the shares held in your plan account. You will not be able to direct
the date or price at which the plan administrator sells your stock. The plan
administrator will use its best efforts to make the sale in the open market
within five trading days after receiving your request. After the sale you will
receive the proceeds of the sale minus
- a brokerage commission,
- any applicable taxes, and
- an administrative fee paid to the plan administrator per transaction.
If you contact the plan administrator toll free at (877) 588-4124, they will
provide you with the current brokerage commission and administrative fee amounts
in effect at the time your request for sale is made.
The plan administrator will engage a broker to sell your shares. The plan
administrator will mail you a check for the shares you sell after it receives
the funds from the brokerage firm.
If you wish to sell some or all of the shares in your plan account, you
should contact the plan administrator at:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
Please remember that if you elect to sell your stock through the plan
administrator, the price of our common stock may decline during the period
between your request for sale, the plan administrator's receipt of your request,
and the date of the sale in the open market. The plan administrator will use its
best efforts to sell your shares within five trading days after receiving your
request. You should carefully evaluate this risk, which you bear. You bear a
similar risk between the time that you request a certificate and the time the
certificate is actually delivered to you.
28. WHAT HAPPENS WHEN I SELL OR TRANSFER ALL OF THE SHARES OF COMMON STOCK HELD
OUTSIDE THE PLAN?
If you sell or transfer all shares of our stock registered in your name
outside your plan account, the plan administrator, until you give other
instructions, will continue to reinvest the dividends on the common stock in
your plan account according to your instructions on the Enrollment Authorization
Form or the Direct Stock Services Initial Investment Form. You may also continue
to participate in the optional cash investment feature of this plan as long as
there is at least one whole share of common stock remaining in your plan
account.
If you direct the plan administrator to pay cash dividends on some of your
stock and to reinvest dividends on the remaining shares, and you sell or
transfer a portion of your shares, you should provide new written instructions
to the plan administrator regarding payment of cash dividends and/or
reinvestment of dividends. If the plan administrator does not receive new
instructions, it will reinvest dividends on all shares held in the plan and will
reinvest dividends on all shares participating in the plan up to the number of
shares indicated on your most recent Enrollment Authorization Form or your
Direct Stock Services Initial Investment Form.
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If you sell or transfer all of the shares registered in your name and all
whole common stock held in your plan account, the plan administrator will mail
you a cash payment representing any fractional share in your plan account upon
your request or at our request.
29. WHAT HAPPENS TO A FRACTION OF A SHARE OF COMMON STOCK WHEN I WITHDRAW FROM
THE PLAN OR THE PLAN IS TERMINATED?
When you withdraw from this plan or we terminate this plan, the plan
administrator will mail you a cash payment representing any fractional share of
common stock upon your request or at our request. The cash payment will be based
upon the market price on the date the plan administrator processes your
withdrawal or termination.
OWNING STOCK IN THE PLAN
30. HOW WILL I BE CREDITED WITH DIVIDENDS ON STOCK HELD IN MY PLAN ACCOUNT?
We pay dividends to all holders of record of our stock, when and as
declared. The plan administrator will receive and credit plan participants with
dividends for all stock you hold in the plan, including any fractional share.
The plan administrator will reinvest dividends in additional shares of our
common stock or distribute dividends, according to your instructions, however,
dividends paid on all plan shares will be reinvested.
31. CAN I HAVE DIVIDENDS ON STOCK HELD IN THE PLAN SENT DIRECTLY TO ME?
In general, dividends on stock held in the plan will be reinvested. If you
elect the partial dividend reinvestment alternative, you will receive cash
dividends on the specified number of shares registered in your name outside the
plan. Participants making only optional cash investments will have all cash
dividends on shares held outside the plan sent to them.
You may withdraw from the plan by written notice to the plan administrator.
When the plan administrator issues a stock certificate to you, future dividends
on these shares of common stock will be treated according to the instructions on
your Enrollment Authorization Form.
32. WHAT HAPPENS IF PARKWAY DECLARES A STOCK SPLIT?
The plan administrator will add any shares resulting from a stock split, on
shares you hold in your plan account, to your plan account. We will issue any
shares resulting from a stock split, on stock held by you outside the plan, in
the same manner as we would if you were not participating in this plan.
33. IF PARKWAY ISSUES RIGHTS TO PURCHASE SECURITIES TO THE HOLDERS OF COMMON
STOCK, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
If we issue rights to purchase additional shares of our common stock or any
other securities to holders of our common stock, the plan administrator will
sell those rights relating to shares of common stock held by the plan
administrator for participants and invest the proceeds in additional shares of
common stock on the next investment date. In the event that those rights are not
saleable or detachable, the plan administrator will hold those rights for your
benefit. If you wish to receive any rights directly, you may do so by sending to
the plan administrator, at least five business days before the record date for
the rights offering, a written request that certificates for shares in your plan
account be sent to you.
34.HOW WILL THE STOCK HELD UNDER THIS PLAN BE VOTED AT MEETINGS OF STOCKHOLDERS?
If you own shares of stock registered in your name and return a properly
completed and signed proxy card, the plan administrator will vote any stock held
in your plan account in accordance with the instructions on your proxy card.
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If you return a properly signed proxy card or instruction form but no
instructions are set forth thereon with respect to any item, all of your stock,
both that registered in your name, and that credited to your plan account, will
be voted in the same manner as for non-participating stockholders who return
proxies and do not provide instructions with respect to that item -- that is, in
accordance with the recommendation of Parkway's management. If the proxy card or
instruction form is not returned or if it is returned unsigned, none of the
participant's stock will be voted unless the participant votes in person.
35. WILL STOCK CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED UNDER THE PLAN?
Normally we will not issue certificates for shares that you purchase under
the plan. Your account statement will show the number of shares held in your
plan account. In addition to minimizing the costs of this plan, this additional
service protects against loss, theft or destruction of stock certificates.
However, you may at any time request that the plan administrator issue a
certificate for any whole number of shares of common stock, up to the number of
full shares credited to your plan account. The plan administrator will generally
issue certificates approximately three business days after it receives your
request. If the plan administrator receives your request on or after a dividend
record date and before the related investment date, it will issue certificates
approximately ten business days after the related investment date. Your request
must be in writing, and you should mail it to:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
Future dividends on any shares for which you request a stock certificate
will be treated according to your instructions indicated on the Enrollment
Authorization Form or the Direct Stock Services Initial Investment Form. If you
request certificates for less than all of the stock in your plan account, any
remaining full shares and fractional share in your plan account will continue to
be invested in accordance with the instructions given on your Enrollment
Authorization Form or your Direct Stock Services Initial Investment Form. We
retain the right to automatically withdraw you from the plan if your plan
account is less than one whole share as a result of withdrawals or sales of
stock and you are not reinvesting dividends from any stock registered in your
name.
We will not issue certificates for fractional shares of common stock under
any circumstances.
36. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
We will issue stock certificates registered in your name as it appears on
your plan account.
You may ask the plan administrator to issue certificates in names other
than the plan account name, but you must comply with any applicable laws and you
must pay any applicable taxes. You must make this request in writing, and your
signature must be guaranteed by a qualified medallion guarantee member.
37. IS A SAFEKEEPING SERVICE AVAILABLE TO HOLD MY SHARES?
Yes. The plan administrator will hold your shares in safekeeping without
cost, thus eliminating the worry about certificates being lost or stolen. Your
account statement will identify the number of shares of common stock you hold
and the number of shares in your plan account.
You may also transfer other shares of our stock that are registered in your
name to your plan account at no cost. This eliminates the need for safekeeping
of the certificates for those shares. If you send certificates to the plan
administrator, please send them registered mail or certified mail, return
receipt requested, properly insured,
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because you will bear the risk if the certificates are lost or stolen in
transit. You may mail certificates to the following address:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
When necessary, you can simply request that certificates be issued as your
needs require.
38. CAN I PLEDGE SHARES IN MY PLAN ACCOUNT?
No. You may not pledge any shares of our stock that you hold in your plan
account. Any pledge of shares in a plan account is null and void. If you wish to
pledge shares, you must first withdraw those shares from the plan and request
that the plan administrator send you certificates for those shares.
IMPORTANT TAX CONSEQUENCES
39.WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, if you enroll in the plan, as of the date of this prospectus,
you will have the same federal income tax obligations with respect to reinvested
dividends as you would with dividends not reinvested under this plan.
You will be treated for federal income tax purposes as having received, on
each investment date, a cash distribution equal to the full amount of the cash
dividend payable on that date on the shares of common stock held in your account
and all other stock that you own. The Internal Revenue Code requires this
treatment even though you never actually receive the reinvested dividends in
cash because your dividends are used instead to purchase shares of common stock.
In the case of reinvested dividends used to purchase stock directly from us, you
will be treated as having received a distribution for federal income tax
purposes equal to the fair market value of the stock that you acquire through
the plan. This amount would include the amount of the cash dividends that you
reinvest and the 3% discount. The value of such shares will be based on 100% of
the average of the highest and lowest prices for our common stock on the New
York Stock Exchange on the applicable investment date, and not on the discounted
price that you will pay for shares under the plan. Your tax basis in common
stock acquired through dividend reinvestment will equal the amount treated as a
distribution for federal income tax purposes.
This treatment, and the example set forth below, may vary in the case of
participants who are holders of units of limited partnership interests of
Parkway Properties LP and whose operating partnership distributions are being
reinvested.
For example, if you reinvest $100 in dividends and the market price of our
common stock was $30 on the investment date, you would receive approximately
3.4364 shares of common stock with a fair market value on the investment date of
$103.09 ($30 X 3.4364 shares) if the plan administrator purchases such shares
directly from us. Accordingly, for federal income tax purposes, you would have
received a distribution of $103.09, rather than the $100 amount of cash
dividends. This price is assumed for illustrative purposes only and will vary
with the market price of our common stock.
The tax treatment of optional cash investments depends on whether you also
participate in the automatic dividend reinvestment feature of the plan. If you
make optional cash investments and you do participate in the automatic dividend
reinvestment feature of the plan, you will be treated for federal income tax
purposes as having received a distribution from us in an amount equal to the
excess, if any, of the fair market value of the stock that you acquired through
the purchase over the purchase price you paid for such stock, taking into
account any discount. This distribution will be treated as a taxable dividend to
you to the extent of our current and accumulated earnings and profits. For
example, if you invest $100 as an optional cash investment and receive stock
worth $103.09, for federal income tax purposes you will have received a dividend
distribution of $3.09. Your tax basis in the common stock acquired through an
optional cash investment where you do participate in the
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automatic dividend reinvestment feature of the plan will equal the fair market
value of the stock at the investment date.
If you make optional cash investments and do not participate in the
automatic dividend reinvestment feature of the plan, you will not recognize
income for federal income tax purposes by virtue of the purchase of common stock
with the optional cash purchase. The tax cost and basis of stock purchased with
optional cash investments is the amount you paid for such stock.
The holding period for stock purchased with dividends or optional cash
investments begins on the day after the applicable investment date.
Distributions with respect to your stock will be taxable as ordinary
dividend income for federal income tax purposes to the extent made out of our
current or accumulated earnings and profits. Distributions in excess of our
current or accumulated earnings and profits will be treated for federal income
tax purposes as a return of capital. The amount of a return of capital would
first reduce the tax basis of the common stock to which the distribution is
attributable to the extent of that tax basis, and the excess, if any, of the
amount treated as a return of capital over such tax basis would be treated as a
gain from the disposition of such stock. In the event that we designate a part
or all of the amount distributed as a capital gain dividend, the amount so
designated should be treated by you as long-term capital gain.
You will recognize gain or loss when a fractional share interest is
liquidated or when you sell or exchange common stock. The gain or loss will
equal the difference between the amount you receive for the fractional share
interest or the common stock and the tax basis for the fractional share or
common stock.
Tax consequences will vary depending on your specific circumstances. You
should discuss specific tax questions regarding your participation in the plan
with your own tax advisor.
We urge you to save your account statements in order to calculate your tax
basis per share of common stock. The plan administrator will charge you a fee
for copies of past account statements.
40. WHAT PROVISION IS MADE FOR STOCKHOLDERS SUBJECT TO INCOME TAX WITHHOLDING?
If you are a foreign stockholder whose dividends are subject to United
States income tax withholding, or a domestic stockholder whose dividends are
subject to backup withholding taxes, the plan administrator will reinvest an
amount equal to the dividend less the amount of any tax required to be withheld.
We will have amounts withheld from dividends paid to the United States Treasury
and the respective participants will be advised of the amounts withheld.
Foreign stockholders who elect to make optional cash investments only will
continue to receive cash dividends on stock registered in their names in the
same manner as if they were not participating in this plan. Funds for optional
cash investments must be in United States dollars and will be invested in the
same way as payments from other participants.
OTHER IMPORTANT PROVISIONS
41. CAN PARKWAY CHANGE OR DISCONTINUE THE PLAN?
While we currently intend to continue this plan indefinitely, we may amend,
suspend, modify or terminate this plan at any time. We will send you notice of
any amendment, suspension, modification or termination. The plan administrator
may resign at any time upon reasonable notice to us in writing.
We may elect and appoint at any time a new plan administrator, including
ourselves, to administer this plan.
42.WHAT ARE THE RESPONSIBILITIES OF PARKWAY AND THE PLAN ADMINISTRATOR UNDER THE
PLAN?
Parkway and the plan administrator will not be liable for any act done in
good faith or for any omission to act, in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's plan account upon the participant's death prior to receipt of
notice in writing of such death.
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You should recognize that neither Parkway nor the plan administrator can
assure you of a profit or protect you against a loss on the stock purchased or
sold by you under this plan.
43. WHO INTERPRETS AND REGULATES THE PLAN?
Any questions of interpretation arising under this plan will be determined
by Parkway and any determination will be final. We may adopt rules and
regulations to facilitate the administration of this plan. The terms and
conditions of this plan and its operation will be governed by the laws of the
State of Maryland.
USE OF PROCEEDS
We will use the net proceeds from the sale of common stock purchased
through this plan for general corporate purposes, including investment in new
properties, capital improvements to currently owned properties and the reduction
of debt.
EXPERTS
The consolidated financial statements of Parkway appearing in Parkway's
Annual Report on Form 10-K for the year ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters, including the validity of the shares of our common
stock offered through this plan, will be passed upon for us by Jaeckle
Fleischmann & Mugel, LLP, Buffalo, New York.
21
<PAGE> 22
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE
THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR THE DOCUMENTS INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS OR THOSE DOCUMENTS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF THE PLAN................... 2
WHERE YOU CAN FIND MORE INFORMATION... 4
ABOUT PARKWAY PROPERTIES, INC......... 5
TERMS AND CONDITIONS OF THE DIVIDEND
REINVESTMENT AND STOCK PURCHASE
PLAN................................ 6
General Information................. 6
Your Choices Under the Plan......... 9
Participating in the Plan........... 12
Purchasing Stock Under the Plan..... 14
Selling Shares of Stock Held in the
Plan............................. 16
Owning Stock in the Plan............ 17
Important Tax Consequences.......... 19
Other Important Provisions.......... 20
USE OF PROCEEDS....................... 21
EXPERTS............................... 21
LEGAL MATTERS......................... 21
</TABLE>
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1,000,000 SHARES
PARKWAY LOGO
PARKWAY PROPERTIES, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
COMMON STOCK
-------------------
PROSPECTUS
-------------------
FEBRUARY 1, 2000
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