receivables of $4.9 million, $3.6 million and $2.5 million due from Dai-ichi
with respect to such services. The Company believes that the services provided
to Dai-ichi and its affiliates are on terms no more favorable to Dai-ichi than
those available to unaffiliated persons. The Company has also issued to Dai-
ichi the Dai-ichi Notes, which will be repaid out of the net proceeds to the
Company from the Offering. At each of December 31, 1994, 1995 and 1996,
respectively, an aggregate of $37.2 million, was outstanding under the Dai-ichi
Notes. The largest aggregate indebtedness outstanding under the Dai-ichi Notes
since January 1, 1994 was $51.3 million. In 1994, a principal payment of $14.1
million was made on the Class A Notes. See "Use of Proceeds" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
In 1996, approximately $3.8 million of the revenues generated by Galbreath
were derived from real estate properties that were owned, in part, by entities
that Ms. Galbreath and the members of her immediate family control (the
"Galbreath Affiliates"). In 1996, Galbreath also paid leasing commissions, rent
and other operating expenses of $.3 million to the Galbreath Affiliates. The
Company believes that the services provided to the Galbreath Affiliates and the
agreements regarding said leasing commissions, rent and operating expenses are
on terms no more favorable to the Galbreath Affiliates than those available to
In connection with the Incorporation Transactions and the merger of Galbreath
with the Company, the Company granted certain registration rights to Dai-ichi,
the Employee Partnerships and Galbreath Holdings with respect to the shares of
Common Stock to be issued to them in the Incorporation Transactions. See "Risk
Factors--Shares Eligible for Future Sale," "Incorporation Transactions" and
"Shares Eligible for Future Sale--Registration Rights."
DESCRIPTION OF CAPITAL STOCK
The following description briefly summarizes certain information regarding
the capital stock of the Company. This information does not purport to be
complete and is subject in all respects to the applicable provisions of the
Maryland General Corporation Law, as amended, the Restated Articles of
Incorporation and the Bylaws.
The Board of Directors is authorized to reclassify any unissued portion of
the authorized shares of capital stock to provide for the issuance of shares in
other classes or series, including preferred stock in one or more series, to
establish the number of shares in each class or series and to fix the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of such class or series.
The authorized capital stock of the Company consists of (i) 100,000,000
shares of common stock, $.01 par value per share and (ii) 10,000,000 shares of
Preferred Stock, $.01 par value per share ("Preferred Stock"). Upon the closing
of the Offering, 16,200,000 shares of Common Stock will be issued and
outstanding. The Company has no shares of Preferred Stock issued and
outstanding, nor will any shares of Preferred Stock be issued and outstanding
upon the closing of the Offering.
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of stockholders, including the election of
directors. There is no cumulative voting in the election of directors.
Consequently, the holders of a majority of the outstanding shares of Common
Stock can elect all of the directors then standing for election.
Holders of the Common Stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. See "Dividend Policy." Holders of Common
Stock have no conversion, preemptive or other rights to subscribe for any
securities of the Company, and there are no redemption or sinking fund
provisions with respect to such shares. All outstanding