0000729237-13-000053.txt : 20130530 0000729237-13-000053.hdr.sgml : 20130530 20130530152107 ACCESSION NUMBER: 0000729237-13-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130530 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130530 DATE AS OF CHANGE: 20130530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKWAY PROPERTIES INC CENTRAL INDEX KEY: 0000729237 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742123597 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11533 FILM NUMBER: 13881474 BUSINESS ADDRESS: STREET 1: 390 N. ORANGE AVE STE 2400 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 407-650-0593 MAIL ADDRESS: STREET 1: 390 N. ORANGE AVE STE 2400 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CO DATE OF NAME CHANGE: 19951018 8-K 1 f8karticlesreclass.htm FORM 8-K ARTICLES SUPPLEMENTARY RECLASSIFYING SERIES D PREFERRED STOCK

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported):  May 29, 2013


PARKWAY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction
Of Incorporation)
1-11533
(Commission File Number)
74-2123597
(IRS Employer
 Identification No.)

Bank of America Center, Suite 2400
390 North Orange Avenue
Orlando, FL 32801
(Address of Principal Executive Offices, including zip code)

(407) 650-0593
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Page 1 of 2



Item 5.03.                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 16, 2013, the Company's Board of Directors approved Articles Supplementary to the Company's Articles of Incorporation to reclassify 5,421,296 authorized shares of Series D Cumulative Redeemable Preferred Stock, par value $.001 per share, into the same number of authorized but unissued shares of Common Stock, par value $.001 per share, of the Company subject to further classification or reclassification and issuance by the Company's Board of Directors.  The Articles Supplementary were filed with the Maryland State Department of Assessments and Taxation on May 29, 2013 and became effective on that date.  The Articles Supplementary are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)            Exhibits

The following are filed as exhibits to this Current Report on Form 8-K:

3.1            Articles Supplementary Reclassifying 5,421,296 Shares of Series D Cumulative Redeemable Preferred Stock into Common Stock.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:            May 30, 2013
  PARKWAY PROPERTIES, INC.
  By: /s/ Jeremy R. Dorsett                                                                                    
                                        Jeremy R. Dorsett
                                        Executive Vice President and General Counsel
 


 

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 EX-3.1 2 exhibit3.1.htm EXHIBIT 3.1 ARTICLES SUPPLEMENTARY
EXHIBIT 3.1
ARTICLES SUPPLEMENTARY
Reclassifying 5,421,296 shares of Series D
 Cumulative Redeemable Preferred Stock into Common Stock
PARKWAY PROPERTIES, INC., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:
FIRST:            Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the "Board") by Article V Section 3 of the Articles of Incorporation, as amended, of the Corporation (the "Charter"), and pursuant to the provisions of Section 2-208 of the Maryland General Corporation Law, the Board has duly reclassified 5,421,296 shares of Series D Cumulative Redeemable Preferred Stock, par value $.001 per share, of the Corporation (the "Series D Preferred Stock") into 5,421,296 shares of Common Stock, par value $.001 per share, of the Corporation (the "Common Stock").
SECOND:   The reclassification increases the number of shares classified as Common Stock from 114,578,704 shares immediately prior to the reclassification to 120,000,000 shares immediately after the reclassification.  The reclassification decreases the number of shares classified as Series D Preferred Stock from 5,421,296 shares immediately prior to the reclassification to no shares immediately after the reclassification.
THIRD:          The terms of the Common Stock as set by the Board of Directors, including preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption, are the same, in all respects, as those terms of the Common Stock set forth in the Corporation's Charter.
IN WITNESS WHEREOF, PARKWAY PROPERTIES, INC. has caused these presents to be signed in its name and on its behalf by its President and attested to by its Secretary on May 16, 2013.
ATTEST:                                                                                                                                                                                                                    PARKWAY PROPERTIES, INC.

By:  /s/  Jeremy R. Dorsett                                                                                                                                                                                                                                          By:  /s/  James R. Heistand
Jeremy R. Dorsett, Secretary                                                                                                                                                                                                                                                          James R. Heistand, 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.
                                                                                                                   /s/  James R. Heistand                                                                                                  
                                                                                                                                                                                                                                                                                                                            James R. Heistand