8-K

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): June 23, 2004

CRT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)

1-9997	59-2898045
Commission File Number)	(IRS Employer Identification No.)
225 NE MIZNER BOULEVARD, SUITE 200 BOCA RATON, FLORIDA	33432
(Address of Principal Executive Offices)	(Zip Code)

(561) 395-9666

(Registrant’s Telephone Number, Including Area Code)

KOGER EQUITY, INC.

(Former Name or Former Address, if Changed Since Last Reports)

Item 5. Other Events.

Effective July 1, 2004, Koger Equity, Inc. amended its articles of incorporation to change its name to “CRT Properties, Inc” (the “Company”). The name change and the related amendment to the articles of incorporation were previously approved and adopted by the holders of the Company’s Common Stock at the Annual Meeting held on June 3, 2004. As of July 1, 2004, the New York Stock Exchange ticker symbols for the Company’s Common Stock and Series A Preferred Stock are “CRO” and “CROPRA,” respectively. In connection with the name change, the Board of Directors for the Company adopted amended and restated articles of incorporation, attached hereto as Exhibit 3.1, and amended and restated by-laws, attached hereto as Exhibit 3.2. The only other change incorporated into the Company’s articles of incorporation or by-laws is the change in the address of the Company’s principal office to 225 NE Mizner Boulevard, Suite 200, Boca Raton, Florida 33432.

Item 9. Regulation FD Disclosure.

Koger Equity, Inc. announced a name change to CRT Properties, Inc. effective on or about July 1, 2004, as more particularly described in its News Release, dated June 23, 2004, a copy of which is attached hereto as Exhibit 99.1 and by this reference made a part hereof.

For more information on CRT Properties, Inc., contact the Company at 800-850-2037 or visit its website at www.crtproperties.com.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Articles of Incorporation of CRT Properties, Inc., dated June 22, 2004
3.2	CRT Properties, Inc. By-Laws, as Amended and Restated on June 22, 2004
99.1	Koger Equity, Inc. News Release, dated June 23, 2004.

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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, thereunto duly authorized.

	CRT PROPERTIES, INC.
Dated: July 1, 2004	By:	/s/ Steven A. Abney
		Steven A. Abney
		Title:	Vice President, Finance and Principal Accounting Officer

3

EXHIBIT INDEX

     The following designated exhibits are filed herewith:

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Articles of Incorporation of CRT Properties, Inc., dated June 22, 2004
3.2	CRT Properties, Inc. By-Laws, as Amended and Restated on June 22, 2004
99.1	Koger Equity, Inc. News Release, dated June 23, 2004.

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EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                              CRT PROPERTIES, INC.

                                ARTICLE I -- NAME

      The name of the Company is CRT PROPERTIES, INC. (the "Company").

                             ARTICLE II -- DURATION

      The period of duration of the Company is perpetual.

                             ARTICLE III -- PURPOSE

      The purpose for which the Company is formed is to engage in any lawful act
or activity for which corporations may be organized under the General Laws of
the State of Florida as now or hereafter in force.

               ARTICLE IV -- PRINCIPAL OFFICE AND MAILING ADDRESS

      The principal office and the mailing address of the Company in the State
of Florida are 225 N.E. Mizner Blvd., Suite 200, Boca Raton, Florida 33432.

                           ARTICLE V -- CAPITAL STOCK

      The total number of shares of stock that this corporation shall have
authority to issue is 100,000,000 shares of Common Stock, each of which shall
have a par value of $.01 per share (the "Common Stock") and 50,000,000 shares of
Preferred Stock, each of which shall have a par value of $.01 per share (the
"Preferred Stock"). The Board of Directors is authorized to issue the Preferred
Stock from time to time in one or more classes or series thereof, each such
class or series to have such voting powers (if any), conversion rights (if any),
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the Board of Directors and stated and expressed in a resolution
or resolutions thereof providing for the issue of such Preferred Stock. Subject
to the powers, preferences and rights of any Preferred Stock, including any
class or series thereof, having any preference or priority over, or rights
superior to, the Common Stock and except as otherwise provided by law, the
holders of the Common Stock shall have and possess all powers and voting and
other rights pertaining to the stock of this corporation and each share of
Common Stock shall be entitled to one vote.

      (A)   Common Stock.

      Except as otherwise provided in the Articles of Incorporation and subject
to the rights of the holders of Preferred Stock, the following is a description
of the voting rights, limitations as to dividends, preemptive rights,
restrictions, and terms and conditions of redemption of the Common Stock of the
Company:

                                        1



          1.    Voting Rights. At every annual or special meeting of
      stockholders of the Company, every holder of Common Stock shall be
      entitled to one vote, in person or by proxy, for each share of Common
      Stock standing in the stockholder's name on the books of the Company in
      the election of directors and upon all other matters submitted to a vote
      of the stockholders of the Company.

          2.    Dividends and Liquidation Rights.

            (a) Dividends. The holders of shares of Common Stock shall be
      entitled to receive, when and if declared by the Board of Directors, out
      of the assets of the Company which are legally available therefor,
      dividends payable either in cash, in property or in shares of Common
      Stock.

            (b) Dissolution, Liquidation or Winding Up. In the event of any
      dissolution, liquidation, or winding up of the affairs of the Company
      after payment or provision for payment of the debts and other liabilities
      of the Company, the holders of all outstanding shares of Common Stock
      shall be entitled to share ratably in the remaining net assets of the
      Company.

          3.    Preemptive Rights. No stockholder of the Company shall have any
preemptive or other right to purchase or subscribe for any shares of the Common
Stock of the Company which it may issue or sell, whether now or hereafter
authorized, other than such right, if any, as the Board of Directors in its
discretion from time to time may determine.

          4.    Restrictions on Transfer; Redemption.

            (a) The stockholders shall upon demand disclose to the Board of
      Directors in writing such information with respect to direct and indirect
      ownership of the Common Stock of the Company as the Board of Directors
      deems necessary to comply with the provisions of the Internal Revenue Code
      of 1986, as amended or as hereafter amended if such amendments are
      applicable to the Company (the "Code"), pertaining to the qualification of
      the Company as a real estate investment trust (a "REIT") or to comply with
      the requirements of any taxing authority or governmental entity or agency.

            (b) Whenever it is deemed by the Board of Directors to be reasonably
      necessary to protect the tax status of the Company as a REIT, the Board of
      Directors may require a statement or affidavit from any stockholder or
      proposed transferee of shares of Common Stock setting forth the number of
      shares of Common Stock already owned by the stockholder and any related
      Person (as hereinafter defined) specified in the form prescribed by the
      Board of Directors for that purpose. If, in the opinion of the Board of
      Directors, which opinion shall be conclusive on the proposed transferor
      and transferee, the proposed transfer may jeopardize the qualification of
      the Company as a REIT, the Board of Directors has the right, but not a
      duty, to refuse to transfer the shares of Common Stock to the proposed
      transferee. All contracts for the sale or other transfer of shares of
      Common Stock shall be subject to this provision.

                                        2



            (c) Notwithstanding any other provision of these Articles of
      Incorporation to the contrary and subject to the provisions of Section 6
      of Paragraph (D) of this Article V, no person shall at any time directly
      or indirectly acquire ownership in the aggregate of more than 9.8% of the
      outstanding shares of Common Stock of the Company (the "Limit"). Shares of
      Common Stock owned by a Person in excess of the Limit at any time shall be
      deemed excess shares ("Excess Shares"). For purposes of this Article V a
      person shall be deemed to own shares of Common Stock actually owned by
      such Person after applying the rules of Section 544 of the Code as
      modified in the case of a REIT by Section 856(a) (6), Section 856(d) (3),
      and Section 856(h) of the Code. All shares of Common Stock which any
      Person has the right to acquire upon exercise of outstanding rights,
      options, and warrants, and upon conversion of any securities convertible
      into shares of Common Stock, if any, shall be considered outstanding for
      purposes of the Limit if such inclusion will cause such Person to own more
      than the Limit.

            (d) If at any time the Board of Directors shall in good faith
      determine that direct or indirect ownership of shares of Common Stock of
      the Company by any Person or Persons has or may become concentrated to the
      extent which would cause the Company to fail to qualify or to be
      disqualified as a REIT or that any Person has acquired Excess Shares
      (including shares of Common Stock that remain or become Excess Shares
      because of the decrease in the outstanding shares of Common Stock
      resulting from such redemption), the Board of Directors shall have the
      power to call for the purchase from any stockholder of the Company, by
      notice to such stockholder, of a number of shares of Common Stock
      sufficient in the opinion of the Board of Directors to maintain or to
      bring the direct or indirect ownership of shares of Common Stock into
      conformity with the provisions of the Code pertaining to the qualification
      of the Company as a REIT and/or to redeem all shares of Common Stock that
      are Excess Shares owned by such Person. From and after the date fixed for
      redemption by the Board of Directors, the holder of any shares of Common
      Stock so called for redemption shall cease to be entitled to
      distributions, voting rights, and other benefits with respect to such
      shares of Common Stock, excepting only the right to payment by the Company
      of the redemption price pursuant to this Article V as set forth in the
      following paragraph.

      The redemption price of each share of Common Stock called for redemption
      shall be:

                (i) the average daily per share composite closing sales price if
      the shares of the Company are listed on a national securities exchange,
      and if the shares are not so listed shall be the mean between the average
      per share closing bid prices and the average per share closing asked
      prices, in each case during the twenty (20) trading day period ending on
      the "Business Day," meaning any day other than a Saturday, Sunday or other
      day on which state or federally chartered banks in New York City are
      authorized or required by law or executive order to close prior, to the
      redemption date, or

                (ii) if there have been no sales on a national securities
      exchange and no published bid quotations and no published asked quotations
      with respect to shares of the Company during such twenty (20) trading day
      period, the redemption price shall be the price determined in good faith
      by the Board of Directors.

                                        3



            In order to assure further that ownership of the shares of Common
      Stock of the Company does not become concentrated so as to cause the
      Company to fail to qualify or to be disqualified as a REIT, any transfer
      of shares that would prevent the Company from continuing to be qualified
      as a REIT under the Code, including any attempt to effect a transfer that
      was prohibited by the Board of Directors under Section 6 of Paragraph (D)
      of this Article V, shall be void ab initio and the intended transferee of
      such shares shall be deemed never to have had any legal or equitable
      interest therein. If the foregoing provision is determined to be void and
      invalid by virtue of any legal decision, statute, rule, or regulation,
      then the transferee of such shares of Common Stock shall be deemed, at the
      option of the Company, to have acted as agent on behalf of the Company in
      acquiring such shares of Common Stock and to hold such shares of Common
      Stock on behalf of the Company. A conspicuous legend noting the
      restrictions on transfer set forth in these Articles of Incorporation
      shall be placed on each certificate evidencing ownership of shares of
      Common Stock of the Company.

            (e) Notwithstanding any other provision of these Articles of
      Incorporation or the By-laws to the contrary, any purported acquisition of
      shares of Common Stock of the Company which results in the
      disqualification of the Company as a REIT under the Code shall be null and
      void. All contracts for the sale or other transfer of shares of Common
      Stock shall be subject to this provision.

            (f) The Limit set forth in Section 3 of this Article V shall not
      apply to acquisitions of shares of Common Stock pursuant to a cash tender
      offer made for all outstanding shares of Common Stock of the Company
      (including securities convertible into shares of Common Stock) in
      conformity with applicable federal and state securities laws where
      two-thirds (2/3) of the outstanding shares of Common Stock (not including
      shares of Common Stock or securities convertible into shares of Common
      Stock held by the tender offerer and/or any "affiliates" or "associates"
      thereof within the meaning of the Securities Exchange Act of 1934, as
      amended) are duly tendered and accepted pursuant to the cash tender offer;
      nor shall the limit apply to the acquisition of shares of Common Stock by
      an underwriter in a public offering of shares of Common Stock, or in any
      transaction involving the issuance of shares of Common Stock by the
      Company in which the Board of Directors determines that the underwriter or
      other person or party initially acquiring such shares of Common stock will
      make a timely distribution of such shares of Common Stock to or among
      other holders such that, following such distribution, none of such shares
      of Common Stock will be Excess Shares. The Board of Directors in its
      discretion may exempt from the Limit ownership of certain designated
      shares of Common Stock while owned by a Person who has provided the
      Company with evidence and assurances acceptable to the Board of Directors
      that the qualification of the Company as a REIT would not be jeopardized
      thereby.

            (g) As used in this Article V the word "Person" shall mean and
      include individuals, corporations, limited partnerships, general
      partnerships, joint stock companies or associations, joint venturers,
      companies, trusts, banks, trust companies, land trusts, business trusts,
      estates, or other entities and governments and agencies and political
      subdivisions thereof and also includes a group as that term is used for
      purposes of Section 13(d) (3) of the Securities Exchange Act of 1934, as
      amended.

                                        4



            (h) Nothing contained in this Article V or in any other provision of
      these Articles of Incorporation shall limit the authority of the Board of
      Directors to take such other action as it deems necessary or advisable to
      protect the Company and the interests of the stockholders by preserving
      the Company's qualification as a REIT under the Code.

            (i) If any provision of this Article V or any application of any
      such provision is determined to be invalid by any court having
      jurisdiction over the issues, the validity of the remaining provisions
      shall not be affected and other applications of such provision shall be
      affected only to the extent necessary to comply with the determination of
      such court. To the extent this Article V may be inconsistent with any
      other provision of these Articles of Incorporation or the By-laws, this
      Article V shall be controlling.

            (j) While nothing contained herein shall in any way limit the powers
      of the Board of Directors, neither the exercise of such power nor the
      provisions of subsections 5 and/or 8 of this Section (D) shall preclude
      the settlement of any transaction entered into through the facilities of
      the New York Stock Exchange.

      (B) Preferred Stock.

          1.    Designation of Rights, Preferences and Limitations of Series A
      Preferred Stock. The following is a description of the rights, preferences
      and limitations of the Company's preferred stock designated as "8-1/2%
      series A Cumulative Redeemable Preferred Stock" and shall be referred to
      herein as "Series A Preferred Stock."

            (a) Number of Shares. The number of shares initially constituting
      the Series A Preferred Stock shall be 2,990,000.

            (b) Dividends.

                (i) Subject to the preferential rights of the holders of any
      class or series of capital stock of the Company ranking prior to the
      Series A Preferred Stock as to dividends, the holders of the outstanding
      shares of Series A Preferred Stock shall be entitled to receive, when, as
      and if declared by the Board of Directors, out of funds legally available
      for the payment of dividends, cumulative preferential cash dividends at
      the rate of 8-1/2% of the $25.00 liquidation preference per year, or
      $2.125 per share of Series A Preferred Stock per year. Dividends on the
      Series A Preferred Stock shall begin to accrue and shall be cumulative
      from the date of original issuance and shall be payable quarterly in
      arrears in cash on the 15th day of March, June, September and December or,
      if not a Business Day, the next succeeding Business Day (each, a "Dividend
      Payment Date"), with the same force and effect as if paid on such Dividend
      Payment Date and no interest or additional dividends or other sum shall
      accrue on the amount so payable for the period from and after such
      Dividend Payment Date to such succeeding Business Day. If declared by the
      Board of Directors, the initial dividend on the Series A Preferred Stock
      will be paid on December 15, 2003 and will include the full amount of the
      quarterly dividend, plus a pro rated amount for the period from the date
      of original issuance through September 15, 2003. Such dividend and any
      subsequent dividends payable on the Series A Preferred Stock for any other
      partial dividend period will be computed on

                                        5



      the basis of a 360-day year consisting of twelve 30-day months. Dividends
      payable on any Dividend Payment Date or any other date shall include
      dividends accrued to but excluding such Dividend Payment Date or other
      date, as the case may be. Dividends will be payable to holders of record
      as they appear in the share records of the Company at the close of
      business on the applicable record date, which shall be the first day of
      the calendar month in which the applicable Dividend Payment Date falls or
      such other date designated by the Board of Directors of the Company for
      the payment of distributions that is not more than 50 nor less than 10
      days prior to such Dividend Payment Date (each, a "Dividend Record Date").

                (ii) If any shares of Series A Preferred Stock are outstanding,
      no dividends will be declared or paid, or set apart for payment, on any
      capital stock of the Company or any other class or series ranking, as to
      dividends, on a parity with, or junior to, the Series A Preferred Stock
      for any period unless full cumulative dividends have been, or
      contemporaneously are, declared and paid, or declared and a sum sufficient
      for the payment thereof set apart for such payment, on the Series A
      Preferred Stock for all past periods and the then current period. If on
      any Dividend Payment Date, dividends are not paid in full (or a sum
      sufficient for such full payment is not set apart therefor) on the Series
      A Preferred Stock and any other classes or series of the Company's
      preferred stock ranking, as to dividends, on a parity with the Series A
      Preferred Stock, all dividends declared on the Series A Preferred Stock
      and such other classes or series of preferred stock shall be declared pro
      rata such that the amount of dividends declared per share of Series A
      Preferred Stock and such other class or series of preferred stock shall in
      all cases bear to each other the same ratio that accrued and unpaid
      dividends per share on the shares of Series A Preferred Stock and such
      other class or series of preferred stock bears to each other.

                (iii) Except as provided in Section V(B)(1)(b)(ii) above, unless
      full cumulative dividends on the Series A Preferred Stock have been, or
      contemporaneously are, declared and paid in full (or a sum sufficient for
      such full payment is set apart therefor) on the Series A Preferred Stock
      for all accrued and unpaid dividends, and any dividends due on such date
      on the Series A Preferred Stock, no dividends (other than dividends
      payable in shares of Common Stock or shares of any other outstanding class
      or series of the Company's capital stock ranking junior to the Series A
      Preferred Stock as to dividends and as to the distribution of assets upon
      liquidation, dissolution or winding up of the Company) shall be declared
      or paid, or set apart for payment, nor shall any other distribution be
      declared or made upon the Common Stock of the Company or any class or
      series of the Company's capital stock ranking junior to or on parity with
      the Series A Preferred Stock as to dividends and as to the distribution of
      assets upon liquidation, dissolution or winding up of the Company, nor
      shall any shares of Common Stock of the Company or any class or series of
      the Company's capital stock ranking junior to or on parity with the Series
      A Preferred Stock as to dividends and as to the distribution of assets
      upon liquidation, dissolution or winding up of the Company be redeemed,
      purchased or otherwise acquired for any consideration (or any money paid
      to or made available for a sinking fund for the redemption of any such
      shares of junior or parity stock) by the Company (except by conversion
      into, or exchange for, shares of any other class or series of the
      Company's capital stock ranking junior to or on parity with the

                                        6



      Series A Preferred Stock as to dividends and as to the distribution of
      assets upon liquidation, dissolution or winding up of the Company and
      except for the redemption of shares of the Company's capital stock
      pursuant to Article V (or any similar provisions) of the Amended and
      Restated Articles of Incorporation or Section V(B)(4) (or any similar
      provisions) of these Articles of Amendment allowing the Company to redeem
      or repurchase shares of its capital stock to preserve its status as a real
      estate investment trust ("REIT") for federal income tax purposes).

                (iv) No dividends on the Series A Preferred Stock will be
      declared by the Board of Directors or paid or set apart for payment if
      such declaration, payment or setting apart for payment would violate any
      agreement, including any agreement relating to the Company's indebtedness,
      to which the Company is a party or is restricted or prohibited by law.
      Dividends on the Series A Preferred Stock will, nonetheless, accrue
      whether or not any of the foregoing restrictions exist, whether or not
      there are funds legally available for the payment thereof and whether or
      not they are declared, and accumulated but unpaid dividends will accrue as
      of the Dividend Payment Date on which they first become payable.

                (v) Any dividend payment made on the Series A Preferred Stock
      shall first be credited against the earliest accrued but unpaid dividend
      due with respect to such shares which remains payable. No interest or sum
      of money in lieu of interest, shall be payable in respect of any dividend
      payment of payments on the Series A Preferred Stock which may be in
      arrears, and holders of the Series A Preferred Stock will not be entitled
      to any dividends, whether payable in cash, securities or other property,
      in excess of the full cumulative dividends described herein.

                (vi) If, for any taxable year, the Company elects to designate
      as "capital gain dividends," as defined in the Internal Revenue Code of
      1986, as amended (the "Code"), any portion of the dividends paid or made
      available for the year to the holders of all classes and series of the
      Company's capital stock, then the portion of the dividends designated as
      capital gain dividends that will be allocable to the holders of the Series
      A Preferred Stock will be an amount equal to the total capital gain
      dividends multiplied by a fraction, the numerator of which will be the
      total dividends, within the meaning of the Code, paid or made available to
      the holders of the Series A Preferred Stock for the year, and the
      denominator of which will be the total dividends paid or made available to
      holders of all classes and series of the Company's capital stock.

                                        7



          2.    Liquidation, Dissolution and Winding Up.

            (a) In the event of any voluntary or involuntary liquidation,
      dissolution, or winding up of the Company, the holders of any outstanding
      Series A Preferred Stock, and any other Preferred Stock ranking on parity
      with the Series A Preferred Stock as to the distribution of assets upon
      liquidation, dissolution or winding up of the Company, will be entitled to
      receive out of the assets of the Company available for distribution to
      shareholders remaining after payment or provision for payment of all debts
      and other liabilities of the Company (and payment in respect of any rights
      of any class or series of capital stock of the Company ranking prior to
      the Series A Preferred Stock), but before any distribution is made in
      respect of any shares of the Company's capital stock ranking junior to the
      Series A Preferred Stock and such other Preferred Stock as to payments
      upon liquidation, dissolution or winding up of the Company, a liquidation
      preference of $25.00 per share, payable in cash or property valued by the
      Board of Directors in good faith, plus an amount equal to all accrued and
      unpaid dividends to the date of such payment.

            (b) If, upon any voluntary or involuntary liquidation, dissolution
      or winding up of the Company, the assets of the Company legally available
      therefor are insufficient to pay the full amount of liquidating
      distributions to the holders of outstanding Series A Preferred Stock and
      any other preferred stock ranking on a parity with the Series A Preferred
      Stock as to the distribution of assets upon liquidation, dissolution or
      winding up of the Company, then holders of Series A Preferred Stock and
      such other preferred stock shall share ratably in any distribution of
      assets in proportion to the full liquidating distribution to which they
      would otherwise be respectively entitled.

            (c) After payment of the full amount of the liquidating
      distributions (including any accrued and unpaid dividends) to which they
      are entitled, the holders of Series A Preferred Stock, as such, will not
      be entitled to any further participation in any distribution of assets by
      the Company, and the remaining assets of the Company shall be distributed
      among the holders of any other classes or series of the Company's capital
      stock ranking junior to the Series A Preferred stock as to the
      distribution of assets upon liquidation, dissolution or winding up of the
      Company according to their respective rights and preferences.

            (d) For purposes of this Section V(B)(2), neither a consolidation or
      merger of the Company with or into another corporation nor a merger of
      another corporation with or into the Company, nor a sale, lease or
      conveyance of all or substantially all of the Company's property or
      business will be considered a liquidation, dissolution or winding up of
      the Company.

          3.    Voting Rights.

            (a) Except as required by law and as expressly set forth in this
      Section V(B)(3), the holders of Series A Preferred Stock shall not have
      any voting rights. On any matter submitted to a vote of the holders of the
      Series A Preferred Stock or on which the Series A Preferred Stock is
      entitled to vote, each share of Series A Preferred Share will be

                                        8



      entitled to one vote except that when shares of any other series of
      preferred stock have the right to vote with the Series A Preferred Stock
      as a single class on any matter, the Series A Preferred Stock and the
      shares of the such series of preferred stock will have one vote for each
      $25.00 of liquidation preference.

            (b) Whenever dividends on the Series A Preferred Stock shall be in
      arrears for six or more quarterly periods (whether or not such periods are
      consecutive), the number of directors then constituting the Board of
      Directors shall automatically increase by two (if not already increased by
      two by reason of the election of directors by the holders of any other
      class or series of capital stock of the Company upon which like voting
      rights have been conferred and are exercisable, and with which such series
      the holders of Series A Preferred Stock were, or are, entitled to vote as
      a class with respect to the election of such directors) and the holders of
      Series A Preferred Stock (voting separately as a class with all other
      classes or series of the Company's capital stock upon which like voting
      rights have been conferred and are exercisable, and which are entitled to
      vote as a class with the Series A Preferred Stock with respect to the
      election of such directors) will be entitled to elect two directors to
      fill the vacancies created by such increase in the number of directors
      constituting the Board of Directors at a special meeting called by an
      officer of the Company at the request of the holders of record of at least
      10% of the outstanding shares of Series A Preferred Stock or the holders
      of any other class or series of the Company's capital stock upon which
      like voting rights have been conferred and are exercisable and which is
      entitled to vote as a class with the Series A Preferred Stock in such
      election (unless such request is received less than 90 days prior to the
      date fixed for the next annual or special meeting of shareholders, in
      which case the vote for such directors shall be held at such annual or
      special meeting of shareholders), and at each subsequent annual meeting of
      shareholders until all accrued and unpaid dividends on the Series A
      Preferred Stock shall have been fully paid, or declared and a sum
      sufficient for the payment thereof set aside for payment, whereupon the
      right of the holders of the Series A Preferred Stock to elect such
      directors shall cease and (unless there are one or more other classes or
      series of the Company's capital stock upon which like voting rights have
      been conferred and remain exercisable) the term of office of such
      directors so elected shall automatically terminate, such directors shall
      no longer be qualified to serve and the authorized number of directors
      constituting the Board of Directors shall thereupon be reduced by two;
      provided that, the holders of the Series A Preferred Stock will retain the
      voting rights described in this Section V(B)(3)(b) to be exercised in the
      event that a similar dividend arrearage occurs in the future. Any special
      meeting requested pursuant to this Section V(B)(3)(b) shall be held on the
      earliest practicable date at a place reasonably designated by the holders
      of the capital stock requesting the meeting, or, if none, at a place
      reasonably designated by the Secretary of the Company, upon notice similar
      to that required for an annual meeting of shareholders. If such special
      meeting is not called by an officer of the Company within 30 days after
      such request (except in the case that an annual or special meeting of
      shareholders is scheduled within 90 days following such request), the
      holders of record of at least 10% of the outstanding Series A Preferred
      Stock may designate, in writing, a holder of Series A Preferred Stock to
      call such meeting at the expense of the Company, and such meeting may be
      called by the holder so designated upon notice similar to that required
      for an annual meeting of shareholders and shall be held at the place
      designated by such holder. At all times that

                                        9



      the voting rights conferred upon the holder of Series A Preferred Stock by
      this Section V(B)(3)(b) are exercisable, the holders of Series A Preferred
      Stock shall have access to the stock transfer records of the Company. The
      Company shall pay all costs and expenses of calling and holding any
      meeting and of electing directors pursuant to this Section V(B)(3)(b),
      including, without limitation, the cost of preparing, reproducing and
      mailing the notice of any such meeting and any related proxy statement or
      similar soliciting materials, the cost of renting a room for any such
      meeting and the cost of collecting and tabulating votes. The procedures in
      this Section V(B)(3)(b) for calling of meetings and election of the
      directors shall, to the extent permitted by law, supersede anything
      inconsistent contained in the Articles of Incorporation or By-laws of the
      Company.

            (c) So long as any shares of Series A Preferred Stock are
      outstanding, the number of directors constituting the entire Board of
      Directors shall at all times be such that the exercise, by the holders of
      Series A Preferred Stock and the holders of any other classes or series of
      capital stock of the Company upon which like voting rights have been
      conferred, of the right to elect directors under circumstances set forth
      above will not contravene any provision of the Articles of Incorporation
      or By-laws of the Company, including any provisions restricting the number
      of directors which may constitute the entire Board of Directors. If, at
      any time when the voting rights conferred upon the holders of Series A
      Preferred Stock pursuant to Section V(B)(3)(b) are exercisable, any
      vacancy on the Board of Directors created by the resignation or removal of
      a director elected pursuant to Section V(B)(3)(b) shall be filled only by
      the remaining director elected pursuant to Section V(B)(3)(b) or by the
      vote of the holders of record of the outstanding Series A Preferred Stock
      and any other classes or series of the Company's capital stock entitled to
      vote with Series A Preferred Stock pursuant to Section V(B)(3)(b). Any
      director elected or appointed pursuant to Section V(B)(3)(b) or this
      Section V(B)(3)(c) may only be removed by the holders of Series A
      Preferred Stock and the holders of any other classes or series of the
      Company's capital stock entitled to vote with the Series A Preferred Stock
      for such director, and may not be removed by the holders of the Common
      Stock.

            (d) So long as any shares of Series A Preferred Stock remain
      outstanding, the holders of the Series A Preferred Stock will be entitled
      to vote as a class upon any proposed amendment to the Articles of
      Incorporation if the amendment would increase or decrease the aggregate
      number of authorized shares of Series A Preferred Stock, increase or
      decrease the par value of the Series A Preferred Stock or change the
      designations, rights, preferences or limitations of the Series A Preferred
      Stock, and no such amendment shall be made without the affirmative vote or
      consent of the holders of at least two-thirds of the shares Series A
      Preferred Stock then outstanding. In addition, so long as any shares of
      Series A Preferred Stock remain outstanding, the Company will not, without
      the affirmative vote or consent of the holders of at least two-thirds of
      the shares Series A Preferred Stock then outstanding, given in person or
      by proxy, at a meeting (such series voting separately as a class), (i)
      authorize, create or issue, or increase the authorized or issued amount
      of, any class or series of capital stock of the Company ranking prior to
      the Series A Preferred Stock with respect to the payment of dividends or
      the distribution of assets upon liquidation, dissolution or winding up of
      the Company or reclassify any

                                       10



      authorized capital stock of the Company into any such shares, or create,
      authorize or issue any obligation or security convertible into or
      evidencing the right to purchase any such shares, or (ii) amend, alter or
      repeal the provisions of the Articles of Incorporation (or any applicable
      amendments thereto, including these articles of amendment), so as to
      materially and adversely affect any right, preference, privilege or voting
      power of the Series A Preferred Stock or the holders thereof, or (iii)
      enter into any share exchange that affects the shares of Series A
      Preferred Stock, or consolidate with or merge into any other entity or
      permit any other entity to consolidate with or merge into the Company,
      unless in each such case described in this clause (iii) each share of
      Series A Preferred Stock then outstanding remains outstanding without a
      material adverse change to its terms and rights or is converted into or
      exchanged for preferred stock of the surviving or resulting entity having
      preferences, rights, voting powers, restrictions, limitations as to
      dividends, qualifications and terms and conditions or redemption identical
      to those of the Series A Preferred Stock; provided, however, that (A) any
      increase in the amount of the authorized preferred stock or Common Stock
      or the creation or issuance of any other series of preferred stock, or (B)
      any increase in the amount of authorized or outstanding shares of Series A
      Preferred Stock or any other class or series of preferred stock, in each
      case ranking on a parity with or junior to the Series A Preferred Stock
      with respect to payment of dividends or the distribution of assets upon
      liquidation, dissolution or winding up, shall not be deemed to materially
      and adversely affect such rights, preferences, privileges or voting
      powers. For purposes of this paragraph, the filing in accordance with
      applicable law of any articles of amendment or similar document setting
      forth or changing the designations, preferences, conversion or other
      rights, voting powers, restrictions, limitations as to dividends,
      qualifications or other terms of any class or series of capital stock of
      the Company shall be deemed an amendment to the Articles of Incorporation.

            (e) The foregoing voting provisions will not apply if, at or prior
      to the time when the act with respect to which such vote would otherwise
      be required shall be effected, all outstanding shares of Series A
      Preferred Stock shall have been redeemed or called for redemption and
      sufficient funds shall have been deposited in trust to effect such
      redemption.

          4.    Restrictions of Transfer; Redemption.

            (a) Except in certain circumstances relating to the preservation of
      the Company's status as a REIT for federal income tax purposes described
      in this Section V(B)(4), the Series A Preferred Stock will not be
      redeemable prior to September 10, 2008. On or after September 10, 2008,
      the Company, at its option, upon not less than 30 nor more than 60 days'
      prior written notice to the holders of record of the Series A Preferred
      Stock to be redeemed, may redeem the Series A Preferred Stock, in whole or
      in part, at any time or from time to time, at a redemption price of $25.00
      per share, plus all accrued and unpaid dividends thereon to the date of
      redemption (except as provided below in Section V(B)(4)(c)), without
      interest, to the extent the Company has funds legally available therefor.
      Holders of certificates evidencing Series A Preferred Stock to be redeemed
      shall surrender such certificates at the place designated in such notice
      and shall be entitled to the redemption price and any accrued and unpaid
      dividends payable upon such

                                       11



      redemption following such surrender. If notice of redemption of any Series
      A Preferred Stock has been given and if the funds necessary for such
      redemption have been set aside by the Company in trust for the benefit of
      the holders of any Series A Preferred Stock so called for redemption, then
      from and after the redemption date dividends will cease to accumulate on
      such Series A Preferred Stock, such Series A Preferred Stock shall no
      longer be deemed outstanding and all rights of the holders of such shares
      will terminate, except the right to receive the redemption price and all
      accrued and unpaid dividends thereon. If fewer than all of the outstanding
      Series A Preferred Stock are to be redeemed, the Series A Preferred Stock
      to be redeemed shall be selected pro rata (as nearly as may be practicable
      without creating fractional shares of Series A Preferred Stock) or by lot
      or by any other equitable method determined by the Company. Any shares of
      Series A Preferred Stock which are redeemed pursuant to this Section
      V(B)(4) shall, at the option of the Board of Directors, either (i) be
      cancelled, (ii) constitute authorized but unissued shares of capital stock
      of the Company or (iii) constitute treasury shares.

            (b) Notice of redemption pursuant to Section V(B)(4)(a) will be
      mailed by the Company, postage prepaid, not less than 30 nor more than 60
      days' prior to the redemption date, to the respective holders of record of
      the Series A Preferred Stock to be redeemed at their respective addresses
      as they appear on the Company's stock transfer records. Additionally, so
      long as the Series A Preferred Stock is held in book-entry form, notice of
      redemption shall be given by publication in The Wall Street Journal or, if
      such newspaper is not then being published, another newspaper of general
      circulation in The City of New York, such publication to be made at least
      once a week for two successive weeks commencing not less than 30 nor more
      than 60 days prior to the redemption date. No failure to give such notice
      or any defect thereto or in the mailing thereof shall affect the validity
      of the proceedings for the redemption of any Series A Preferred Stock
      except to the holder to whom notice was defective or not given. Each
      notice shall state: (i) the redemption date; (ii) the redemption price and
      all accrued and unpaid dividends thereon; (iii) the number of Series A
      Preferred Stock to be redeemed; (iv) the place or places where the
      certificates evidencing the Series A Preferred Stock are to be surrendered
      for payment of the redemption price; and (v) that dividends on the shares
      to be redeemed will cease to accumulate on such redemption date. If fewer
      than all the Series A Preferred Stock held by any holder are to be
      redeemed, the notice mailed to such holder shall also specify the number
      of Series A Preferred Stock to be redeemed from such holder and the method
      by which shares will be selected for redemption.

            (c) The holders of record of Series A Preferred Stock at the close
      of business on a Dividend Record Date will be entitled to receive, on the
      corresponding Dividend Payment Date, the dividend payable with respect to
      the Series A Preferred Stock held by such holders on such Dividend Record
      Date notwithstanding the redemption thereof between such Dividend Record
      Date and the corresponding Dividend Payment Date or the Company's default
      in the payment of the dividends due. Except as provided above, the Company
      will make no payment or allowance for unpaid dividends, whether or not in
      arrears, on Series A Preferred Stock to be redeemed pursuant to Section
      V(B)(4)(a).

            (d) The record and beneficial holders of Series A Preferred Stock
      shall, upon demand, disclose to the Board of Directors in writing such
      information with respect to

                                       12



      direct and indirect ownership of the Company's capital stock as the Board
      of Directors deems necessary to comply with the provisions of the Code,
      pertaining to the qualification of the Company as a REIT or to comply with
      the requirements of any taxing authority or governmental entity or agency
      redeemed.

            (e) Whenever it is deemed by the Board of Directors to be reasonably
      necessary to protect the tax status of the Company as a REIT, the Board of
      Directors may require a statement or affidavit from any holder of Series A
      Preferred Stock or proposed transferee of shares of Series A Preferred
      Stock setting forth the number of shares of Series A Preferred Stock
      already owned by such holder and any related Person (as hereinafter
      defined) specified in the form prescribed by the Board of Directors for
      that purpose. If, in the opinion of the Board of Directors, which opinion
      shall be conclusive on the proposed transferor and transferee, the
      proposed transfer may jeopardize the qualification of the Company as a
      REIT, the Board of Directors has the right, but not a duty, to refuse to
      transfer the shares of Series A Preferred Stock to the proposed
      transferee. All contracts for the sale or other transfer of shares of
      Series A Preferred Stock shall be subject to this provision.

            (f) Notwithstanding any other provision of the Articles of
      Incorporation to the contrary, no person shall at any time directly or
      indirectly acquire ownership in the aggregate of more than 9.8% of the
      outstanding shares of Series A Preferred Stock (the "Limit"). Shares of
      Series A Preferred Stock owned by a Person in excess of the Limit at any
      time shall be deemed excess shares ("Excess Shares"). For purposes of this
      Section V(B)(4) a Person shall be deemed to own shares of Series A
      Preferred Stock actually owned by such Person after applying the rules of
      Section 544 of the Code as modified in the case of a REIT by Section
      856(a)(6) and Section 856(h) of the Code. All shares of Series A Preferred
      Stock which any Person has the right to acquire upon exercise of
      outstanding rights, options, and warrants, and upon conversion of any
      securities convertible into shares of Series A Preferred Stock, if any,
      shall be considered outstanding for purposes of the Limit if such
      inclusion will cause such Person to own more than the Limit.

            (g) If at any time the Board of Directors shall in good faith
      determine that direct or indirect ownership of shares of the Company's
      capital stock by any Person or Persons has or may become concentrated to
      the extent which would cause the Company to fail to qualify or to be
      disqualified as a REIT or that any Person has acquired Excess Shares
      (including shares of Series A Preferred Stock that remain or become Excess
      Shares because of the decrease in the outstanding shares of Series A
      Preferred Stock resulting from such redemption), the Board of Directors
      shall have the power to call for the purchase from any holder of Series A
      Preferred Stock, by reasonable notice to such holder (which notice shall
      be mailed, first class postage prepaid, no less than 30 days nor more than
      90 days prior to the redemption date to each holder of record of shares of
      Series A Preferred Stock to be redeemed at the address shown on the
      Company's stock transfer records; provided that if the Company shall
      reasonably conclude, based upon the advice of independent tax counsel
      experienced in such matters that such redemption must be made on a date
      earlier than 30 days after the date of such mailing in order to preserve
      the Company's status as a REIT, or to comply with federal tax laws
      relating to its

                                       13



      qualification as a REIT, then the Company may give such shorter notice as
      is necessary to effect the redemption on such earlier date), of a number
      of shares of Series A Preferred Stock sufficient in the opinion of the
      Board of Directors to maintain or to bring the direct or indirect
      ownership of shares of Series A Preferred Stock into conformity with the
      provisions of the Code pertaining to the qualification of the Company as a
      REIT and/or to redeem all shares of Series A Preferred Stock that are
      Excess Shares owned by such Person. From and after the date fixed for
      redemption by the Board of Directors, the holder of any shares of Series A
      Preferred Stock so called for redemption shall cease to be entitled to
      distributions, voting rights, and other benefits with respect to such
      shares of Series A Preferred Stock, excepting only the right to payment by
      the Company of the redemption price pursuant to Section V(B)(4)(h) below.

            (h) The redemption price of each share of Series A Preferred Stock
      called for redemption pursuant to Section V(B)(4)(g) shall be $25.00 per
      share, plus all accrued and unpaid dividends thereon to the date of
      redemption (except as otherwise provided in this Section V(B)(4)(h)),
      without interest, to the extent of legally available finds. If redemption
      of any Series A Preferred Stock occurs prior to a Dividend Payment Date,
      the holders of record of such Series A Preferred Stock on the related
      Dividend Record Date shall not be entitled to receive the related dividend
      payable on the date of redemption. The holders of record of Series A
      Preferred Stock at the close of business on the Dividend Record Dated will
      instead be entitled to receive on the corresponding dividend payment date
      the dividend payable with respect to the Series A Preferred Stock held by
      such holders on the Dividend Record Date, notwithstanding the redemption
      thereof between such Dividend Record Date and the corresponding Dividend
      Payment Date or the Company's default in the payment of the dividends due.

            (i) In order to assure further that ownership of the shares of the
      Company's capital stock does not become concentrated so as to cause the
      Company to fail to qualify or to be disqualified as a REIT, any transfer
      of shares of Series A Preferred Stock that would prevent the Company from
      continuing to be qualified as a REIT under the Code, shall be void ab
      initio and the intended transferee of such shares shall be deemed never to
      have had any legal or equitable interest therein. If the foregoing
      provision is determined to be void and invalid by virtue of any legal
      decision, statute, rule, or regulation, then the transferee of such shares
      of Series A Preferred Stock shall be deemed, at the option of the Company,
      to have acted as agent on behalf of the Company in acquiring such shares
      of Series A Preferred Stock and to hold such shares of Series A Preferred
      Stock on behalf of the Company. At such time, if ever, that shares of
      Series A Preferred Stock are held in definitive form, a conspicuous legend
      noting the restrictions on transfer set forth in these Articles of
      Amendment shall be placed on each certificate evidencing ownership of
      shares of Series A Preferred Stock.

            (j) The Limit set forth in Section V(B)(4)(f) shall not apply to the
      acquisition of shares of Series A Preferred Stock by an underwriter in a
      public offering of shares of Series A Preferred Stock, or in any
      transaction involving the issuance of shares of Series A Preferred Stock
      by the Company in which the Board of Directors determines that the
      underwriter or other person or party initially acquiring such shares of
      Series A Preferred Stock will make a timely distribution of such shares of
      Series A Preferred Stock to or

                                       14



      among other holders such that, following such distribution, none of such
      shares of Series A Preferred Stock will be Excess Shares. The Board of
      Directors in its discretion may exempt from the Limit ownership of certain
      designated shares of Series A Preferred Stock while owned by a Person who
      has provided the Company with evidence and assurances acceptable to the
      Board of Directors that the qualification of the Company as a REIT would
      not be jeopardized thereby.

            (k) As used in this Section V(B)(4), the word "Person" shall mean
      and include individuals, corporations, limited partnerships, general
      partnerships, joint stock companies or associations, joint venturers,
      companies, trusts, banks, trust companies, land trusts, business trusts,
      estates, or other entities and governments and agencies and political
      subdivisions thereof and also includes a group as that term is used for
      purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
      amended.

            (l) Nothing contained in this Section V(B)(4) or in any other
      provision of these Articles of Amendment or the Articles of Incorporation
      shall limit the authority of the Board of Directors to take such other
      action as it deems necessary or advisable to protect the Company and the
      interests of the stockholders by preserving the Company's qualification as
      a REIT under the Code.

            (m) If any provision of this Section V(B)(4) or any application of
      any such provision is determined to be invalid by any court having
      jurisdiction over the issues, the validity of the remaining provisions
      shall not be affected and other applications of such provision shall be
      affected only to the extent necessary to comply with the determination of
      such court. To the extent this Section V(B)(4) maybe inconsistent with any
      other provision of the Articles of Incorporation or the By-laws, this
      Section V(B)(4) shall control.

            (n) While nothing contained herein shall in any way limit the powers
      of the Board of Directors, neither the exercise of such power nor the
      provisions of this Section V(B)(4) shall preclude the settlement of any
      transaction entered into through the facilities of the New York Stock
      Exchange.

            (o) Unless full cumulative dividends on all outstanding shares of
      Series A Preferred Stock shall have been or contemporaneously are declared
      and paid or declared and a sum sufficient for the payment thereof set
      apart for payment for all past dividend periods and the then current
      dividend period, no shares of Series A Preferred Stock shall be redeemed
      unless all outstanding shares of Series A Preferred Stock are
      simultaneously redeemed; provided, however, that the foregoing shall not
      prevent the redemption of shares of Series A Preferred Stock pursuant to
      and in accordance with Section V(B)(4) of these Articles of Incorporation
      or pursuant to a purchase or exchange offer made on the same terms to the
      holders of all outstanding shares of Series A Preferred Stock. In
      addition, unless full cumulative dividends on all outstanding shares of
      Series A Preferred Stock have been or contemporaneously are declared and
      paid or declared and a sum sufficient for the payment thereof set apart
      for payment for all past dividend periods and the then current dividend
      period, the Company shall not purchase or otherwise acquire, directly or
      indirectly, any shares of Series A Preferred Stock (except by conversion
      into

                                       15



      or exchange for capital stock of the Company ranking junior to the Series
      A Preferred Stock as to the payment of dividends and with respect to the
      distribution of assets upon liquidation, dissolution and winding up of the
      Company); provided, however, that the foregoing shall not prevent the
      redemption of shares of Series A Preferred Stock pursuant to Section
      V(B)(4) of these Articles of Amendment or pursuant to a purchase or
      exchange offer made on the same terms to holders of all outstanding shares
      of Series A Preferred Stock.

          5.    Ranking.

      In respect of rights to the payment of dividends and the distribution of
assets in the event of any liquidation, dissolution or winding up of the
Company, the Series A Preferred Stock shall rank (a) senior to the Company's
Common Stock and senior to any other class or series of the Company's capital
stock other than the capital stock referred to in clauses (b) and (c) of this
sentence, (b) on a parity with any class or series of the Company's capital
stock the terms of which specifically provide that such class or series of
capital stock ranks on a parity with the Series A Preferred Stock in respect to
rights to the payment of dividends and the distribution of assets in the event
of any liquidation, dissolution or winding up of the Company and (c) junior to
any class or series of the Company's capital stock the terms of which
specifically provide that such class or series of capital stock ranks senior to
the Series A Preferred Stock in respect to rights to the payment of dividends
and the distribution of assets in the event of any liquidation, dissolution or
winding up of the Company. The term "capital stock" does not include convertible
debt securities.

          6.    Conversion; No Preemptive Rights.

      The Series A Preferred Stock is not convertible into or exchangeable for
any other property or securities of the Company. The Series A Preferred Stock
shall have no preemptive rights.

          7.    Form, Registration and Transfer.

            (a) The Series A Preferred Stock shall initially be held in
      book-entry only form. In the event that (i) the depositary gives
      reasonable notice to the Company or to the then acting registrar that that
      it is unwilling or unable to continue as depositary and a successor
      depositary is not appointed by the Company within 90 days, or (ii) the
      depositary ceases to be eligible for any reason and a successor depositary
      is not appointed by the Company within 90 days, or (iii) the Company
      decides to discontinue use of the system of book-entry transfers through
      the depositary or its successor, any existing global certificate will be
      exchanged for certificates of Series A Preferred Stock in definitive form
      of like tenor and of an equal aggregate number of shares. The depositary
      will provide to the registrar and transfer agent the name or names in
      which the registrar and transfer agent is to register these definitive
      certificates. Such definitive certificates shall have exact terms,
      conditions, rights, preferences and limitations as the global certificates
      had prior to the issuance of definitive certificates.

                                       16



            (b) The Company shall keep at its principal office a register for
      the registration of Series A Preferred Stock. The Company may deem and
      treat the registered holder(s) of the Series A Preferred Stock as the
      absolute owner(s) thereof (notwithstanding any notation of ownership or
      other writing on the Series A Preferred Stock certificates made by any
      Person) and the Company shall not be affected by any notice to the
      contrary other than pursuant to Section V(B)(9). So long as the Series A
      Preferred Stock is held in book-entry only form, the depositary shall be
      the sole registered holder for all purposes under these Articles of
      Amendment. For the purpose of these Articles of Amendment, all references
      herein to a holder of Series A Preferred Stock shall refer to a registered
      holder of Series A Preferred Stock.

            (c) At such time, if ever, that shares of Series A Preferred Stock
      are held in definitive form, upon the surrender of any certificate
      representing Series A Preferred Stock at the Company's principal office,
      the Company shall, at the request of the record holder of the certificate,
      execute and deliver (at the Company's expense) a new certificate or
      certificates in exchange representing in the aggregate the number of
      shares of Series A Preferred Stock represented by the surrendered
      certificate. Each new certificate shall be registered in the name and
      represent the number of shares of Series A Preferred Stock requested by
      the holder of the surrendered certificate and shall be substantially
      identical in form to the surrendered certificate. Any transfer of Series A
      Preferred Stock shall be subject, however, to any applicable contractual
      or other restrictions on transfer and the payment of any applicable
      transfer taxes by the transferring holder in the event of a transfer to a
      name other than the name of the transferring holder.

          8.    Replacement.

      Upon receipt of evidence reasonably satisfactory to the Company (e.g., an
affidavit of the registered holder) of the ownership and the loss, theft,
destruction or mutilation of any certificate evidencing shares of Series A
Preferred Stock, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Company (it being understood
that the unsecured indemnity of an original Purchaser of the Series A Preferred
Stock or an Affiliate thereof shall be satisfactory), or, in the case of any
such mutilation, upon surrender of the mutilated certificate, the Company shall
(at its expense) execute and deliver in replacement a new certificate of like
kind representing the number of shares of Series A Preferred Stock represented
by the lost, stolen, destroyed or mutilated certificate and dated the date of
the lost, stolen, destroyed or mutilated certificate.

          9.    Amendment and Waiver.

      No amendment, modification or waiver will be binding or effective with
respect to any provision of this Section V(B) without the prior written consent
of holders of not less than a majority of the shares of Series A Preferred Stock
outstanding at the time that the action is taken. No change in the terms of this
Section V(B) may be accomplished by merger or consolidation of the Company with
another corporation unless the Company has obtained the prior affirmative vote
or written consent of holders of not less than a majority of the shares of
Series A Preferred Stock then outstanding.

                                       17



          10.   Notice.

            All notices, requests, claims, demands and other communications
      ("Notices") under this Section V(B) shall be in writing and sent by
      certified or registered mail, return receipt requested, a recognized
      overnight courier service, telecopier or personal delivery to the Company,
      as follows:

                CRT Properties, Inc.
                225 NE Mizner Boulevard, Suite 200
                Boca Raton, FL 33432
                Attention: Chief Executive Officer
                Telecopier: (561) 394-7712

            All Notices shall be deemed to have been duly given: when delivered
      by hand, if personally delivered; when delivered by courier, if delivered
      by commercial overnight courier service; five Business Days after being
      deposited in the mail, postage prepaid, if mailed; and when receipt is
      acknowledged by the individual to whom the telecopy is sent, if
      telecopied.

                            ARTICLE VI -- MANAGEMENT

      The following provisions shall apply to the management of the business and
to the conduct of the affairs of the Company and its directors, officers, and
stockholders:

      (A) Further Powers of the Board of Directors.

          1.    In furtherance and not in limitation of the powers conferred by
      statute, the Board of Directors is expressly authorized to do the
      following:

            (a) To make, adopt, alter, amend, and repeal any of the By-laws to
      the extent provided in the By-laws; provided that the stockholders may
      make, adopt, alter, amend, and repeal any of the By-laws;

            (b) To cause the redemption by the Company of shares of the
      Company's Common Stock, and to restrict the transfer of shares of Common
      Stock in the manner provided for in these Articles of Incorporation and
      the By-laws;

            (c) To authorize, subject as may be required by any applicable
      governmental statute, rule, or regulation, or as provided in the By-laws
      for stockholder approval and other conditions, if any, the execution and
      performance by the Company of one or more agreements with any person,
      corporation, association, company, trust, partnership (limited or
      general), or other organization whereby, subject to the supervision and
      control of the Board of Directors, any such other person, corporation,
      association, company, trust, partnership (limited or general), or other
      organization shall render or make available to the Company, managerial,
      investment advisory, and/or related services and facilities (including, if
      deemed advisable by the Board of Directors, the management or supervision
      of the investments of the Company) upon such terms and conditions as may

                                       18



      be provided in such agreement or agreements (including, if deemed fair and
      reasonable by the Board of Directors, the compensation payable thereunder
      by the Company);

            (d) To authorize any agreement of the character described in Section
      1(c) of this Paragraph (A) of this Article VI or other transaction with
      any person, corporation, association, company, trust, partnership (limited
      or general), or other organization, even though one or more of the members
      of the Board of Directors or officers of the Company may be the other
      party to any such agreement or an officer, director, stockholder, or
      member of such other party, and no such agreement or transaction shall be
      invalidated or rendered voidable solely by reason of the existence of any
      such relationship if (i) the existence is disclosed or known to: (x) the
      Board of Directors, and the Board of Directors authorizes, approves, or
      ratifies the agreement or transaction by the affirmative vote of a
      majority of the disinterested directors, even if the disinterested
      directors constitute less than a quorum; or (y) the stockholders of the
      Company entitled to vote, and the agreement or transaction is authorized,
      approved, or ratified by a majority of votes cast by such stockholders
      without regard to the votes of shares owned of record or beneficially by
      the interested director or such other party; or (ii) the contract is fair
      and reasonable to the Company. Provided the disclosure, ratification, or
      fairness provisions of this subparagraph are satisfied, any member of the
      Board of Directors who is also a director or officer of such other party
      or who is so interested or associated with such other party may be counted
      in determining the existence of a quorum at any meeting of the Board of
      Directors which shall authorize any such agreement or transaction, and may
      vote thereat to authorize any such agreement or transaction, as if the
      director were not such director or officer of such other party or not so
      interested or so associated;

            (e) To allot and authorize the issuance of the authorized but
      unissued shares of Common Stock of the Company for such consideration as
      the Board of Directors may deem advisable, subject to such limitations as
      may be set forth in these Articles of Incorporation or the By-laws of the
      Company; and

            (f) To authorize the issuance and fix the terms, conditions, and
      provisions of options to purchase and subscribe for shares of Common Stock
      of the Company, including the option price or prices for which shares of
      Common Stock of the Company may be purchased or subscribe.

          2.    The determination as to any of the following matters made by or
      pursuant to the direction of the Board of Directors consistent with these
      Articles of Incorporation and in the absence of willful misfeasance, bad
      faith, gross negligence, or reckless disregard of duties, shall be final
      and conclusive and shall be binding upon the Company and every holder of
      the shares of its Common Stock: (a) the amount of net income of the
      Company for any period and the amount of assets at any time legally
      available for the payment of dividends; (b) the amount of paid-in surplus,
      other surplus, annual or other net profit, or net assets in excess of
      capital, undivided profits, or excess of profits over losses on sales of
      assets; (c) the amount, purpose, time of creation, increase or decrease,
      alteration, or cancellation of any reserves or charges and the propriety
      thereof (whether or not any obligation or liability for which such
      reserves or charges shall have been created shall have been paid or
      discharged); (d) the fair values, or any sale, bid or asked price to

                                       19



      be applied in determining the fair value, of any asset owned or held by
      the Company; and (e) any matter relating to the acquisition, holding, and
      disposition of any assets by the Company.

          3.    The enumeration and definition of particular powers of the Board
      of Directors included in this Article VI shall in no way be limited or
      restricted by reference to or inference from the terms of any other clause
      of this or any other Article of these Articles of Incorporation, or
      construed as or deemed by inference or otherwise, in any manner to exclude
      or limit the powers conferred upon the Board of Directors under the
      Florida Business Corporation Act of the State of Florida as now or
      hereafter in force.

                           ARTICLE VII -- AMENDMENTS

      The Company reserves the right to make any amendments to its Articles of
Incorporation which may be now or hereafter authorized by law, including any
amendments changing the terms or contract rights of any of its outstanding stock
by classification, reclassification, or otherwise, provided such amendment shall
have been authorized by the affirmative vote of a majority of the aggregate
number of shares entitled to vote thereon at a meeting of the stockholders of
the Company or in writing by the stockholders of the Company with or without a
meeting. All rights and powers conferred by these Articles of Incorporation on
stockholders, directors, and officers are granted subject to this reservation.

                        ARTICLE VIII -- INDEMNIFICATION

      The Company shall indemnify each of its officers and directors to the
fullest extent permitted by the Florida Business Corporation Act as now or
hereafter in force, including the advance of expenses and reasonable counsel
fees.

                             ARTICLE IX -- CONFLICT

      The officers and directors of the Company may without restriction make
real estate investments for their own account or for the account of others, and
the directors are not required to bring to the Company's attention investment
opportunities meeting the Company's investment criteria. The directors of the
Company are not prohibited from engaging in the same activities or lines of
business as the Company.

                             ARTICLE X -- LIABILITY

      The liability of the directors and officers of the Company to the Company
or its stockholders for money damages shall be limited to the maximum extent
that the liability of directors and officers of corporations organized and
existing under the laws of the State of Florida is permitted to be limited by
Florida law, including the Florida Business Corporation Act, as now or hereafter
in effect. Neither the amendment nor repeal of this Article, nor the adoption of
any provision of the Articles of Incorporation or By-laws inconsistent with this
Article, shall apply to or affect in any respect the applicability of the
preceding sentence with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.

                                       20



                      ARTICLE XI -- ACTION BY SHAREHOLDERS

      Actions shall be taken by the shareholders of the Company only at annual
or special meetings of shareholders, and shareholders may not act by written
consent.

                                       21

EX-3.2

                                                                    EXHIBIT 3.2

                              CRT PROPERTIES, INC.
                                     BY-LAWS

                                       AS
                              AMENDED AND RESTATED
                                       ON
                                  JUNE 22, 2004

                                    ARTICLE I
                                     OFFICES

      SECTION 1. Registered Office. The registered office of the Company shall
be in the State of Florida and shall be at such place as the Board of Directors
of the Company (the "Board of Directors") may determine.

      SECTION 2. Principal Executive Office. The principal executive office of
the Company shall be in the City of Boca Raton, State of Florida, or in such
other place as the Board of Directors may from time to time determine.

      SECTION 3. Other Offices. The Company may also have offices at such other
places, both within and outside of the State of Florida as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                                  STOCKHOLDERS

      SECTION 1. Place of Meetings. Meetings of the stockholders of the Company
shall be held at such place, either within or outside of the State of Florida as
shall be determined from time to time by the Board of Directors and stated in a
notice of meeting or in a duly executed waiver of notice thereof.

      SECTION 2. Annual Meeting. The annual meeting of the stockholders shall be
held on such day in the month of May, or in such other month, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Except as the Articles of Incorporation of the Company (the
"Articles of Incorporation") or the Florida Business Corporation Act (the "Act")
may provide otherwise, any business may be considered at an annual meeting.
Failure to hold an annual meeting does not invalidate the Company's existence or
affect any otherwise valid corporate acts.

      SECTION 3. Special Meeting. Except as the Articles of Incorporation or the
Act may otherwise provide, Special Meetings of the stockholders, for any purpose
or purposes, may be called by the Chairman of the Board of Directors, by the
Vice Chairman of the Board of Directors, by the Chief Executive Officer, by the
President or by a majority of the Board of Directors or upon the written request
of stockholders holding in the aggregate at least ten percent (10%) in amount of
the entire outstanding capital stock of the Company issued and outstanding



and entitled to vote at such meeting. If a special meeting is called at the
written request of stockholders, such request shall state with specificity the
purpose or purposes of such meeting and the matters proposed to be acted on. Any
business of the Company transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice thereof.

      SECTION 4. Notice of Meetings and Waiver of Notice. Not less than ten (10)
days nor more than sixty (60) days before the date of any meeting of
stockholders, written or printed notice of the meeting shall be given to each
stockholder entitled to vote at the meeting and to each other stockholder not
entitled to vote who is entitled by statute to receive notice of the meeting.
The notice shall state the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Notice is given to a stockholder when it is personally delivered to the
stockholder, left at the stockholder's residence or usual place of business, or
mailed to the stockholder at the stockholder's address as it appears on the
records of the Company. If such notice is mailed with postage thereon prepaid,
such notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at the stockholder's post office address as it
appears on the records of the Company.

      In the case of a special meeting of stockholders convened at the written
request of the stockholders, as provided for in Section 3 of this Article II,
the notice herein provided for shall be given in the manner herein provided, not
less than ten (10) days nor more than sixty (60) days before the date of the
meeting.

      Notwithstanding the foregoing provisions, each person who is entitled to
notice of any meeting of stockholders waives notice if the stockholder attends
such meeting in person or by proxy, or if the stockholder, before or after the
meeting, submits a signed waiver of the notice which is filed with the records
of stockholders' meetings. When a meeting of stockholders is adjourned to
another time and place, unless the Board of Directors after the adjournment
shall fix a new record date for an adjourned meeting, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment was taken.

      SECTION 5. Quorum and Voting. The holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
the Act or the Articles of Incorporation. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question, unless such
question is one upon which by express provision of the Act or the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy, by majority vote and without notice other than announcement at the
meeting, except as required by Section 4 of this Article II, shall have power to
adjourn the meeting from time to time until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. In the event that at any meeting a quorum
exists for the transaction of some business but does not exist for the
transaction of other business, the business as to which a quorum is present

                                        2



may be transacted by the holders of stock present in person or by proxy who are
entitled to vote thereon.

      SECTION 6. General Right to Vote and Proxies. Each outstanding share of
stock is entitled to one (1) vote on each matter submitted to a vote at a
meeting of stockholders. A stockholder may vote the stock the stockholder owns
as shown on the record of stockholders of the Company as of the record date,
determined pursuant to Section 7 of this Article II, either in person or by
written proxy signed by the stockholder or by the stockholder's duly authorized
attorney-in-fact, but no proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a longer period.

      SECTION 7. Fixing of Record Date and List of Stockholders. In order that
the Company may determine the stockholders (a) entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof or (b) entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or (c) entitled to exercise any rights with respect to any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date which shall not be
less than ten (10) days nor more than seventy (70) days before the date then
fixed for the holding of any meeting of the stockholders, nor more than seventy
(70) days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting which it must do if the meeting
is adjourned to a date more than one hundred twenty (120) days after the date
fixed for the original meeting. At any meeting of stockholders, a full, true and
complete list of all stockholders entitled to vote at such meeting, showing the
number and class of shares held by each and certified by the transfer agent for
such class or by the Secretary, shall be furnished by the Secretary.

      SECTION 8. Organization and Order of Business. At each meeting of the
stockholders, the Chairman of the Board of Directors, or in the Chairman's
absence or inability to act, the Vice Chairman of the Board of Directors or in
the Chairman's or Vice Chairman's absence or inability to act, the Chief
Executive Officer of the Company, or in the absence or inability to act of the
Chairman of the Board, Vice Chairman of the Board or the Chief Executive
Officer, the President of the Company or in the absence or inability to act of
the Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer
or the President, a Vice President of the Company designated by the Board of
Directors shall act as Chairman of the meeting. The Secretary of the Company, or
in the Secretary's absence or inability to act, any person appointed by the
Chairman of the Board or the presiding Chairman of the meeting, shall act as
Secretary of the meeting and keep the minutes thereof. The order of business of
all meetings of the stockholders shall be determined by the Chairman of the
meeting, who shall have the authority in his discretion to regulate the conduct
of such meeting, including, without limitation, to impose restrictions on the
persons (other than stockholders of the corporation or their duly appointed
proxies) who may attend such meeting, to regulate and restrict the making of
statements or asking of questions at such meeting and to cause the removal from
such meeting of any person who has disrupted or appears likely to disrupt the
proceedings at such meeting. At a meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before a meeting of stockholders, business must
be (a) specified in the notice of meeting (or any supplement thereto) given as
provided in these by-

                                        3



laws, (b) otherwise properly brought before the meeting by or at the direction
of a majority of the Board of Directors then in office, or (c) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation and
the stockholder must be a stockholder of record at the time such notice is
given. To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation, not less than
seventy (70) days nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that the date of the meeting is not publicly
announced by the Corporation by mail, press release or otherwise more than
seventy (70) days prior to the meeting, notice by the stockholder to be timely
must be delivered to the Secretary of the Corporation not later than the close
of business on the tenth (10th) day following the day on which such announcement
of the date of the meeting was made. A stockholder's notice to the secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as it appears on the corporation's books, of the
stockholder proposing such business, (c) the number of shares of the
corporation's common stock which are beneficially owned by the stockholder, and
(d) any material financial interest of the stockholder in such business.
Notwithstanding anything in these by-laws to the contrary, no business shall be
conducted at any meeting except in accordance with the procedures set forth in
this Section 8, and if the Chairman of the meeting should so determine, he shall
so declare to the meeting any such business not properly brought before the
meeting shall not be transacted Notwithstanding the foregoing provisions of this
Section 8, a stockholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section.

      SECTION 9. Conduct of Voting. At all meetings of stockholders, the proxies
and ballots shall be received, and all questions concerning the qualifications
of voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the Chairman of the meeting.

      SECTION 10. Opt Out of Control-Share Statute. The provisions of Section
902 of the Act ("Section 607.0902"), as it may be amended from time to time,
shall not apply to "control-share acquisitions" of the Company within the
meaning of Section 607.0902.

                                  ARTICLE III
                               BOARD OF DIRECTORS

      SECTION 1. General Powers. The business and affairs of the Company shall
be managed under the direction of its Board of Directors. All powers of the
Company may be exercised by or under authority of the Board of Directors, except
as conferred on or reserved to the stockholders by the Act, the Articles of
Incorporation or these By-Laws.

      SECTION 2. Number of Directors. The number of Directors which shall
constitute the whole Board of Directors shall not be less than one (1), with the
exact number of Directors as may be fixed from time to time by resolution of the
Board of Directors. The initial Board of Directors shall consist of three (3)
Directors until changed as herein provided, a majority of

                                        4



which Directors shall be persons who are not Affiliates (as defined in Section 4
of Article IX of these By-Laws) or employees of any independent contractor of
the Company or an Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of such independent contractor. Directors need not be stockholders of
the Company.

      SECTION 3. Nomination, Election and Tenure of Directors. Nominations for
the election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Any stockholder
entitled to vote for the election of Directors at a meeting may nominate persons
for election as Directors by giving timely notice thereof in proper written form
to the secretary accompanied by a petition signed by at least one hundred (100)
record holders of the common stock of the corporation which shows the number of
shares held by each person and which represent in the aggregate one percent (1%)
of the outstanding shares entitled to vote in the election of Directors. To be
timely, notice shall be delivered to or mailed and received at the principal
executive offices not less than seventy (70) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the meeting
is given or made to the stockholders, to be timely, notice by the stockholder
must be received at the principal executive offices not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper
written form, a stockholder's notice shall set forth in writing (i) as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected and (ii) as to the stockholder giving the notice (x) the
name and address, as they appear on the corporation's books, of such stockholder
and (y) the number of shares of the corporation which are beneficially owned by
such stockholder. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a Director shall furnish to the
secretary the information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. In the event that a stockholder seeks
to nominate one or more Directors, the secretary shall appoint one or more
inspectors to determine whether a stockholder has complied with this Section 3.
If the inspectors shall determine that a stockholder has not complied with this
Section 3, the inspectors shall direct the Chairman of the meeting to declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the by-laws, and the Chairman shall so declare to the meeting and
the defective nomination shall be disregarded. Except as provided in Section 5
of this Article III, the Directors shall be elected at the annual meeting of
stockholders and shall hold office until the next annual meeting and until their
successors are elected and qualified, unless sooner displaced. Directors are
eligible for re-election, and a Director may resign at any time by giving
written notice to the Company.

      SECTION 4. Removal of Director. The stockholders may remove any Director
or Directors at any time, with or without cause, by the affirmative vote of a
majority of all the votes entitled to be cast for the election of Directors and
may elect a successor or successors to fill any resulting vacancies for the
unexpired terms of the removed Directors. A majority of the Directors may remove
a Director for cause.

                                        5



      SECTION 5. Vacancies on the Board of Directors. A majority of the
remaining Directors, whether or not sufficient to constitute a quorum, or a sole
remaining Director, may fill a vacancy on the Board of Directors which results
from any cause except an increase in the number of Directors, and a majority of
the entire Board of Directors may fill a vacancy which results from an increase
in the number of Directors. A Director elected by the Board of Directors to fill
a vacancy serves for the balance of the term of the replaced Director, unless
sooner displaced.

      SECTION 6. Regular Meetings. After each meeting of stockholders at which a
Board of Directors shall have been elected, the Board of Directors so elected
shall meet as soon as practicable for the purpose of organization and the
transaction of other business. No notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute the meeting, provided
a quorum shall be present. Any other regular meeting of the Board of Directors
shall be held at such time and at any place within or outside of the State of
Florida as may be determined by the Board of Directors, the Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, the Chief Executive
Officer of the Company, or the President of the Company.

      SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the Chief Executive Officer of the Company,
the President of the Company, or by a majority of the Board of Directors by vote
at a meeting, or by a majority of the Board of Directors in writing without a
meeting. A special meeting of the Board of Directors shall be held on such date
and at any place within or outside of the State of Florida as may be designated
from time to time by the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the Chief Executive Officer of the Company, the
President of the Company or the Board of Directors.

      SECTION 8. Notice of Meeting. Except for regular meetings held after a
meeting of the stockholders as provided in Section 6 of this Article III, the
Secretary of the Company, or in the Secretary's absence or inability to act, any
officer of the Company appointed by the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the Chief Executive Officer of the
Company, or the President of the Company, shall give notice to each Director of
each regular and special meeting of the Board of Directors. The notice shall
state the date and place of the meeting. Notice is given to a Director when it
is delivered personally to him, left at his residence or usual place of
business, or sent by telegraph, cablegram, or telephonic communication, at least
twenty-four (24) hours prior to the time of the meeting or, in the alternative,
by first-class mail, postage prepaid, addressed to the Director at his post
office or his address as it appears on the records of the Company, at least four
(4) days before the day on which such meeting is to be held. If mailed with
postage prepaid, such notice shall be deemed to be given when deposited in the
United States mail addressed to the Director at his address as it appears in the
records of the Secretary. The notice need not state the business to be
transacted at or the purpose of the meeting. No notice of any meeting of the
Board of Directors need be given to any Director who attends, or to any Director
who, in writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Any meeting of the Board of
Directors may adjourn from time to time to reconvene at the same or

                                        6



some other place, and no notice need be given of any such adjourned meeting
other than by announcement.

      SECTION 9. Action by Directors. The action of a majority of the Directors
present at a meeting at which a quorum of the Board of Directors is present
constitutes action of the Board of Directors, except as otherwise provided in
the Act, the Articles of Incorporation, or these By-Laws in respect of any
investment or action by the Company which involves a potential conflict of
interest between the Company and any independent contractor retained by the
Company or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any such independent contractor. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Directors present, by majority vote and without notice
other than by announcement, may adjourn the meeting from time to time until a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.

      SECTION 10. Organization. The Chairman of the Board of Directors of the
Company shall preside at each meeting of the Board of Directors. In the absence
or inability of the Chairman of the Board to preside at a meeting, the Vice
Chairman of the Board of Directors of the Company shall preside at a meeting. In
the absence or inability of either of the Chairman or Vice Chairman of the Board
to preside at a meeting, the Chief Executive Officer of the Company shall
preside at a meeting. In the absence or inability of the Chairman of the Board,
the Vice Chairman of the Board, or the Chief Executive Officer to preside at a
meeting, the President of the Company shall preside at a meeting. In the absence
or inability of the Chairman of the Board, Vice Chairman of the Board, the Chief
Executive Officer or the President to preside at a meeting, another Director
chosen by a majority of the Directors present, shall act as Chairman of the
meeting and preside thereat. The Secretary of the Company or, in the Secretary's
absence or inability to act, any person appointed by the Chairman of the Board
or the presiding Chairman shall act as Secretary of the meeting and keep the
minutes thereof.

      SECTION 11. Meeting by a Conference Telephone. Members of the Board of
Directors or of any committee thereof may participate in a meeting by means of a
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
a meeting.

      SECTION 12. Consent in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board of Directors or of such committee, as the case may be,
and such written consent or consents are filed with the minutes of proceedings
of the Board of Directors or committee.

      SECTION 13. Compensation. Directors may receive compensation for services
to the Company in their capacities as Directors in such manner and in such
amounts as may be fixed from time to time by the Board of Directors, and
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors, or any committee of the Board of Directors, or any

                                        7



meeting of stockholders. No such payment shall preclude any Director from
serving the Company in any other capacity and receiving compensation therefor.

                                   ARTICLE IV
                             COMMITTEES OF DIRECTORS

      SECTION 1. Committees. The Board of Directors may, by resolution adopted
by a majority of the full Board of Directors, appoint or designate one or more
committees, each committee of the Board of Directors to consist of two (2) or
more Directors, and may delegate to such committees any of the powers of the
Board of Directors except such powers as are required to be performed by the
Board of Directors under the Act, the Articles of Incorporation, or these
By-Laws.

      SECTION 2. Minutes and Reports. Each committee of the Board of Directors
shall keep minutes of its proceedings and shall report the same to the Board of
Directors, and any action taken by the committees shall be subject to revision
and alteration by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.

      SECTION 3. Notice. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors, and a waiver
thereof in writing, signed by the Director entitled to such notice and filed
with the records of the meeting, whether before or after the holding thereof, or
actual attendance at the committee meeting in person shall be deemed equivalent
to the giving of such notice to such Director.

      SECTION 4. Quorum, Voting and General. One-third (1/3), but not less than
two (2), of the members of any committee shall be present in person at any
meeting of such committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of the majority present shall be the act
of such committee. The Board of Directors or the Chairman of the Board of
Directors may designate a chairman of any committee and such chairman or any two
members of any committee may fix the time and place of its meetings unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
the power at any time to change the membership of any committee, to fill all
vacancies, to designate alternate members to replace any absent or disqualified
member, or to dissolve any such committee.

                                    ARTICLE V
                                    OFFICERS

      SECTION 1. The officers of the Company shall consist of a Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, a Chief Executive
Officer, a President, a Secretary, a Chief Financial Officer, a Chief Accounting
Officer, and a Treasurer, each of whom shall be elected by the Board of
Directors at the first meeting of directors immediately following the annual
meeting of shareholders of the Company, and shall serve until their successors
are chosen and qualified. Such other officers and assistant officers and agents,
as may be deemed necessary, may be elected or appointed by the Board of
Directors, the Chief Executive Officer or the President from time to time. Any
two (2) or more offices may be held by the same person. The failure to elect a
Chairman of the Board of

                                        8



Directors, a Vice Chairman of the Board of Directors, a Chief Executive Officer,
a President, a Secretary, a Chief Financial Officer, a Chief Accounting Officer
or Treasurer shall not affect the existence of the Company.

      SECTION 2. Duties. The officers of the Company shall have the following
duties:

      The CHAIRMAN OF THE BOARD OF DIRECTORS shall preside at all meetings of
Shareholders and the Board of Directors of this corporation.

      The VICE CHAIRMAN OF THE BOARD OF DIRECTORS shall, in the absence of the
Chairman of the Board of Directors, preside at all meetings of the stockholders
and the Board of Directors.

      The CHIEF EXECUTIVE OFFICER shall have general supervisory authority over
the management of the business and affairs of this corporation, subject to the
direction of the Board of Directors and in the absence of the Chairman of the
Board of Directors and the Vice Chairman of the Board of Directors, shall
preside at all meetings of the stockholders and the Board of Directors.

      The PRESIDENT shall have general and active management of the business and
affairs of the corporation subject to the directions of the Chief Executive
Officer and the Board of Directors, and in the absence of the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors and the Chief
Executive Officer, shall preside at all meetings of the stockholders and the
Board of Directors.

      The SECRETARY shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors,
Chief Executive Officer or the President.

      The CHIEF FINANCIAL OFFICER shall have general and active management of
the financial affairs of the corporation subject to the directions of the Chief
Executive Officer, the President and the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors, the Chief
Executive Officer or the President.

      The CHIEF ACCOUNTING OFFICER shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of stockholders
and whenever else required by the Board of Directors, the Chief Executive
Officer or the President, and shall perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer, the President
or the Chief Financial Officer.

      The TREASURER shall assist the Chief Accounting Officer in the performance
of his or her duties and perform such other duties as may be prescribed by the
Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer or the Chief Accounting Officer.

      SECTION 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board whenever in its judgment
the best interests of the Company will be served thereby.

                                        9



      Any officer or agent elected by the stockholders may be removed only by
vote of the stockholders, unless the stockholders shall have authorized the
Directors to remove such officer or agent.

      Any officer or agent elected or appointed by either of the Chief Executive
Officer or the President may be removed by the officer who appointed such
officer or by the Board of Directors.

      Any vacancy, however occurring, in any office may be filled by the Board
of Directors.

      Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contractual rights.

                                   ARTICLE VI
                               INVESTMENT POLICIES

      SECTION 1. General. The Board of Directors shall determine the Company's
investment policies and shall review those policies at least annually to
determine that the policies are being followed by the Company and are in the
best interests of its stockholders.

      It shall be the duty of the Board of Directors to insure that the
purchase, sale, retention and disposal of Company assets, and the investment
policies of the Company and the limitations thereon or amendment thereof are at
all times in compliance with the restrictions applicable to real estate
investment trusts pursuant to the Internal Revenue Code of 1986, as it may be
amended from time to time (the "Internal Revenue Code").

      The Company will not, without the approval of a majority of the Board of
Directors, acquire from or sell to a Director, an officer or employee of the
Company, any person in which a Director owns more than a one percent (1%)
interest, or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any of the foregoing, any of the assets or other property of the
Company, or make loans to any of the foregoing.

      SECTION 2. Limitations. Each of the following limitations shall apply only
to the extent that each limitation must be satisfied in order for the Company to
qualify as a real estate investment trust under the Internal Revenue Code, and
to the extent that each limitation is required for such qualification, each
limitation may not be changed without the approval of the holders of a majority
of the outstanding shares: (1) the Company may not hold property primarily for
sale to customers in the ordinary course of business; (2) the Company may not
issue "redeemable securities" as defined in the Investment Company Act of 1940;
(3) the Company may not invest in any real estate investment trust which holds
investments or engages in activities which the Company would be prohibited from
engaging in by these By-Laws; (4) the Company may not invest in commodities or
commodity future contracts other than "financial futures" contracts intended to
hedge the Company against losses from its temporary investments; (5) the Company
may not invest more than one percent (1%) of its assets in real estate contracts
of sale, unless such contracts are recordable in the chain of title; and (6) the
Company may not engage in trading (as compared with investment activities) or
engage in the underwriting or the agency distribution of securities issued by
others.

                                       10



                                   ARTICLE VII
                                      STOCK

      SECTION 1. Certificate for Stock. Every holder of stock in the Company
shall be entitled to have a certificate or certificates which represents and
certifies the number and kind and class of shares of stock owned by each such
stockholder in the Company. Certificates for fractional shares shall not be
issued. Each stock certificate shall include on its face the name of the
Company, the name of the stockholder or other person to whom it is issued, the
class of stock and the number of shares represented by the certificate. It shall
be in such form, not inconsistent with the Act or with the Articles of
Incorporation, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, or a Vice President, and countersigned by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Each
certificate may be sealed with the actual corporate seal or a facsimile of it or
in any other form and the signatures may be either manual or facsimile
signatures. Where a certificate is countersigned: (i) by a transfer agent other
than the Company or its employee; or (ii) by a registrar other than the Company
or its employee, any other signature on the certificate may be facsimile. In
case any officer, transfer agent or registrar, who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, the
certificate may nevertheless be issued by the Company with the same effect as if
such officer, transfer agent or registrar had not ceased to be such as of the
date of its issue.

      SECTION 2. Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.

      SECTION 3. Stock Ledger. The Company shall maintain a stock ledger which
contains the name and address of each stockholder of the Company and the number
of shares of stock of each class which the stockholder holds. The stock ledger
may be in written form or in any other form capable of producing copies for
visual inspection. The original or a duplicate of the stock ledger shall be kept
at the offices of the transfer agent, within or outside the State of Florida,
or, if none, at the principal executive office of the Company.

      SECTION 4. Lost, Destroyed or Mutilated Certificates. Subject to such
rules, regulations and procedures as may be determined or set by the Board of
Directors, the holder of any certificates representing shares of stock in the
Company shall immediately notify the Company of any loss, destruction or
mutilation of such certificate, and the Company may issue a new certificate of
stock in the place of any certificate theretofore issued by the Company upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be stolen, lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
stolen, lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and to
give the Company a bond, with

                                       11



sufficient surety, to indemnify it against any loss or claim which may arise by
reason of the issuance of a new certificate.

      SECTION 5. Payment of Redeemed Shares. Any shares of stock in the Company,
redeemed by the Company as Excess Shares pursuant to the provisions of Paragraph
(d) of Article V - CAPITAL STOCK of the Articles of Incorporation, shall be paid
for by the Company at the redemption price, as provided in Article V of the
Articles of Incorporation, as soon as reasonably practicable after the receipt
by the stockholder of the notice calling the Excess Shares for redemption by the
Company.

                                  ARTICLE VIII
                                     FINANCE

      SECTION 1. Checks, Drafts, Etc. All checks, drafts and orders for the
payment of money, notes and other evidences of indebtedness issued in the name
of the Company shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

      SECTION 2. Fiscal Year. The fiscal year of the Company shall be the
calendar year.

                                   ARTICLE IX
                                SUNDRY PROVISIONS

      SECTION 1. Books and Records. The Company shall keep correct and complete
books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any committee when
exercising any of the powers of the Board of Directors.

      SECTION 2. Distributions to Stockholders. Each distribution to
stockholders of income or capital assets shall be accompanied by a written
statement disclosing the source of the funds distributed. The amount and date of
distributions to stockholders shall be determined in the sole discretion of the
Board of Directors of the Company.

      SECTION 3. Transactions With Affiliates. Except as otherwise provided in
the Articles of Incorporation or these By-Laws, the Company shall not enter into
any transaction with any independent contractor retained by the Company or any
Affiliate (as defined in Section 4 below) of such independent contractor, or
with any officer or Director, or any Affiliate of any officer of Director
unless: (i) such transaction is approved by a majority of the Directors, who are
not Affiliates (as defined in Section 4 below) of such independent contractor or
a party to the transaction or (ii) such transaction is approved by the
stockholders of the Company; or (iii) such transaction is fair and reasonable to
the Company and its stockholders; or (iv) the terms of such transaction are at
least as favorable as the terms of any comparable transaction made on an arm's
length basis and known to the Board of Directors; or (v) the appraised value of
any property being acquired in such transaction is not less than the total
consideration paid by the Company in such transaction.

      SECTION 4. Affiliates Defined. As used in these By-Laws, the term
"Affiliate" of another person shall mean any person directly or indirectly
owning, controlling, or holding with

                                       12



power to vote, five percent (5%) or more of the outstanding voting securities of
such other person; any person, five percent (5%) or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such person; any person directly or indirectly controlling,
controlled by, or under common control with, such other person; and any officer,
Director, or employee of such person. The term "person" includes a natural
person, company, corporation, trust, partnership (limited or general) or any
other organization.

      SECTION 5. Company Seal. There shall be a suitable seal, bearing the name
of the Company, which shall be in the charge of the Secretary. It shall be in
such form, not inconsistent with the Act or with the Articles of Incorporation,
as shall be approved by the Board of Directors or any officer or officers
designated for such purpose by resolution of the Board of Directors. The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

      SECTION 6. Amendments. Any and all provisions of these By-Laws may be
altered or repealed and new By-Laws may be adopted by the stockholders of the
Company at any regular or special meeting in accordance with Section 5 of
Article II of these By-Laws, or by the Board of Directors.

______________________________
June 22, 2004

                                       13

EX-99.1

                                                              KOGER EQUITY, INC.
                                                  225 NE MIZNER BLVD., SUITE 200
                                                       BOCA RATON, FLORIDA 33432

[KOGER LOGO]

                                                                            NEWS



FOR IMMEDIATE RELEASE

                    KOGER EQUITY, INC. ANNOUNCES NAME CHANGE
                             TO CRT PROPERTIES, INC.

BOCA RATON, FLORIDA--June 23, 2004--Koger Equity, Inc. (NYSE: KE) today
announced a name change to CRT Properties, Inc. (NYSE:CRO). The name change was
approved at the Company's annual meeting in Boca Raton on June 3, 2004 and is
expected to be effective on or about July 1, 2004. After the effective date of
the name change, the Company's common stock will trade under the symbol "CRO".

As CRT Properties, the Company will continue its strategy of acquiring and
developing dominant Class A office properties in major markets in the
southeastern United States and Texas, specifically Atlanta, Dallas, Houston,
South Florida and suburban Washington, DC. The Company's portfolio currently
encompasses 10.4 million square feet of well-located, high-quality commercial
office space.

"Koger has evolved into a new company over the past three years, with a new
management team, improved portfolio and a well-focused investment strategy,"
said CEO Thomas J. Crocker. The Company adopted the CRT name because it has been
synonymous with successful Class A office properties in the Southeast - the core
of Koger's portfolio today.

Crocker joined Koger in 2000 after leading Crocker Realty Trust, Inc., known as
CRT, a privately owned office REIT, which sold the remainder of its assets in
August 2003. Since joining Koger, Crocker and his team of former CRT senior
executives have repositioned Koger's portfolio, starting in December 2001 when
the Company sold more than $300 million of non-core properties. Since that time
the Company has acquired interests in more than $480 million of Class A office
buildings.

"We have concentrated our efforts on acquiring under-performing but well-located
`trophy' properties that can be purchased below replacement cost," said Crocker.
"Additionally we target in-fill locations with irreplaceable transportation
access, proximity to desirable housing stock and other retail and cultural
amenities." He concluded, "By purchasing at a discount, then utilizing our
leasing and management expertise to improve occupancies and operating margins,
we can generate significant additional earnings and long-term value for our
shareholders."



ABOUT KOGER EQUITY, INC.

Koger Equity, Inc., owns or has interests in 132 office buildings, containing
10.4 million rentable square feet, located primarily in 20 suburban office
projects and two urban centers in 12 metropolitan areas in the southeastern
United States, Texas and Maryland. For more information, contact its website at
WWW.KOGER.COM or Investor Relations, 225 NE Mizner Boulevard, Suite 200, Boca
Raton, Florida 33432-3945, or call 1-800-850-2037.

CONTACT:   Investor Relations
           Thomas C. Brockwell, Executive Vice President
           1-800-850-2037