Prospectus excerpt: We are offering and selling 2,000,000 shares of our 8.375% Series D Cumulative Redeemable Preferred Stock, which we refer to as the Series D Preferred Stock. We will pay cumulative dividends on the Series D Preferred Stock from (and including) the date of original issuance in the amount of $2.09375 per share each year, which is equivalent to 8.375% of the $25.00 liquidation preference per share. However, during any period of time that both (i) the Series D Preferred Stock is not listed on the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) or the NASDAQ Stock Market (NASDAQ), and (ii) we are not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), but shares of Series D Preferred Stock are outstanding, we will increase the cumulative cash distributions payable on the Series D Preferred Stock to a rate of 9.375% per year of the $25.00 liquidation preference (equivalent to $2.34375 per year per share). Dividends on the Series D Preferred Stock will be payable quarterly in arrears, beginning on July 31, 2007. The shares of Series D Preferred Stock have no stated maturity, will not be subject to any sinking fund or mandatory redemption and will not be convertible into any other securities. Holders of shares of Series D Preferred Stock will generally have no voting rights, but will have limited voting rights if we fail to pay dividends for six or more quarters, whether or not consecutive, and in certain other events.
If at any time both (i) the Series D Preferred Stock ceases to be listed on the NYSE, the AMEX or the NASDAQ, and (ii) we cease to be subject to the reporting requirements of the Exchange Act, but shares of Series D Preferred Stock are outstanding, we will have the option to redeem the Series D Preferred Stock, in whole but not in part, within 90 days of the date upon which the Series D Preferred Stock ceases to be listed and we cease to be subject to such reporting requirements, for cash at $25.00 per share, plus accumulated and unpaid distributions, if any, to the redemption date.
Except as described above and in limited circumstances to preserve our status as a real estate investment trust (a REIT), we may not redeem the Series D Preferred Stock until March 15, 2012. On or after March 15, 2012, we may, at our option, redeem the Series D Preferred Stock, in whole or in part, at any time and from time to time, for cash at $25.00 per share, plus accumulated and unpaid distributions, if any, to the redemption date. The Series D Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed.