<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-92957
PARKWAY
PROPERTIES
INC.
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
[PARKWAY LOGO]
<PAGE> 2
- ----------------------------------------------------------------------------
THE PLAN
We are pleased to bring a new service to our shareholders and potential
shareholders. The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") is a convenient and economical way for you to increase your
investment in Parkway Properties, Inc. ("PKY") by reinvesting your
quarterly dividends, or by directly purchasing PKY common stock. The Plan
offers investors two options, Dividend Reinvestment and Stock Purchase.
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN (DRIP)
If you choose, all or a portion of your cash dividends can be
automatically reinvested in additional shares of common stock. Your
account will be credited with the number of full and fractional shares
purchased with your dividends at a discount to market price. All full and
fractional shares in your account will earn future dividends, further
increasing your shareholdings.
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
DIRECT STOCK PURCHASE
The Plan allows optional cash purchases of common stock. You may invest
from $100 to $10,000 per month, and you may purchase from time to time as
you wish. You do not have to make an optional cash investment each month,
and there is no requirement that you invest the same amount of money each
month. Purchases can easily by made through an automatic bank withdrawal
or by check or money order made payable to the Plan Administrator.
- ----------------------------------------------------------------------------
<PAGE> 3
- ---------------------------------------------------------
ADVANTAGES
SAVE TIME
Once you complete the short Enrollment Authorization Form, transactions
will be handled automatically until you request a further change.
SAVE MONEY
You will not pay a service charge on these purchases, and in addition, you
purchase stock at a discount to the market price. You will continue to
receive dividends on shares held in the Plan account.
FREE SERVICES
SAFEKEEPING
Harris Trust and Savings Bank will provide for the safekeeping of shares
credited to the account. Certificates for other shares of Parkway stock
registered in the participant's name can also be held for safekeeping at
no charge.
RECORD KEEPING
The Plan Administrator will send you an account statement following each
investment showing your account activity and the balance of shares in your
Plan account. Your statement will include a detachable form to be used to
give the Plan Administrator notice of a change of address, to provide
instructions for the sale or withdrawal of shares, to make cash payments
under the Stock Purchase Plan, or to terminate your participation in the
Plan.
- ---------------------------------------------------------
<PAGE> 4
- ------------------------------------------------------------------------------
WHO IS ELIGIBLE FOR PARTICIPATION?
All PKY common and preferred shareholders of record, brokers, banks, or
other nominees on behalf of beneficial owners, and interested new
investors not currently shareholders of PKY may participate in the Plan.
Participation is completely voluntary and participants may terminate
participation in the Plan at any time.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
ENROLLING IS EASY
RECORD OWNERS
You are a record owner if a stock certificate is issued in your name. You
may join the Plan by completing and signing an Enrollment Authorization
Form and returning it to the Plan Administrator or by calling the Plan
Administrator toll free at (877) 588-4124.
BENEFICIAL OWNERS
You are a beneficial owner if a stock certificate has been issued to a
bank, broker or other nominee on your behalf. You must contact the bank,
broker or other nominee and arrange for participation on your behalf.
Alternatively, you may request for the shares held on your behalf to be
registered to you as a record owner and follow the instructions shown
above.
NEW INVESTORS
If you do not currently own shares of PKY stock, you may join as a record
owner by completing and signing the Direct Stock Services Initial
Investment Form and by making an initial investment between $100 and
$10,000. Initial investors should contact Shareholder Communications, Inc.
at (800) 286-9178 or Net Stock Direct at www.netstock.com for information
about investing.
- ------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS,
CALL THE PLAN ADMINISTRATOR
TOLL FREE AT (877) 588-4124
<PAGE> 5
- -------------------------------------------------------------------------------
CAN YOU SELL SHARES HELD OR
TERMINATE PARTICIPATION?
You may terminate participation at any time in the Plan, and you may sell
some or all of the stock held in your Plan account, either through your
broker, or through the Plan Administrator. All expenses of the sale of
your stock are your responsibility. Parkway does not pay any expenses
relating to the termination or sale of your stock. Contact the Plan
Administrator for instructions on the sale of stock.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CONTACT
For further information about the Plan, including a Prospectus, contact
the Plan Administrator at:
Harris Trust and Savings Bank
Dividend Reinvestment Services
P.O. Box A3309
Chicago, Illinois 60690-3309
(877) 588-4124
[email protected]
For information about Parkway Properties, Inc., contact:
Parkway Properties, Inc.
Investor Relations
188 East Capitol Street, Suite 1000
Jackson, MS 39201-2195
(601) 948-4091
(800) 748-1667
[email protected]
- -------------------------------------------------------------------------------
PARTICIPANTS SHOULD OBTAIN AND CAREFULLY REVIEW THE PLAN PROSPECTUS
AVAILABLE FROM THE PLAN ADMINISTRATOR PRIOR TO ENROLLING.