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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): December 19, 2013

Date of Report (Date of earliest event reported):

December 17, 2013

THOMAS PROPERTIES GROUP, INC.

(Parkway Properties, Inc. as successor by merger to Thomas Properties Group, Inc.)

(Exact name of registrant as specified in its charter)



Delaware	001-35894	20-0852352
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

515 South Flower Street, Sixth Floor Los Angeles, California		90071
c/o Parkway Properties, Inc. Bank of America Center, 390 North Orange Avenue, Suite 2400, Orlando FL		32801
(Address of principal executive offices)		(zip code)

(Registrant's telephone number, including area code): ~~213-613-1900~~

(407) 650-0593

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Item 5 2.~~07 Submission~~01 Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On December 19, 2013, Thomas Properties Group, Inc., a Delaware corporation (the “Company” or “TPGI”), ~~held~~completed athe ~~special~~merger ~~meeting~~transactions contemplated by that certain Agreement and Plan of ~~stockholders~~Merger, ondated ~~December 17~~as of September 4, 2013, by and among Parkway Properties, Inc., a Maryland corporation (“Parkway”), Parkway Properties LP, a Delaware limited partnership (“Parkway LP”), PKY Masters LP, a Delaware limited partnership and a wholly owned subsidiary of Parkway LP (“Merger Sub”), the Company and Thomas Properties Group, L.P., a Maryland limited partnership (“~~Special~~TPG ~~Meeting~~LP”) (the “Merger Agreement”). AtPursuant to the ~~Special~~Merger ~~Meeting~~Agreement, the Company merged with and into Parkway, with Parkway continuing as the surviving corporation (the “Parent Merger”), and TPG LP merged with and into Merger Sub, with TPG LP continuing as the surviving entity and an indirect wholly owned subsidiary of Parkway LP (the “Partnership Merger” and, together with the Parent Merger, the “Mergers”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Parent Merger, each outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) was converted into the right to receive 0.3822 (the “Exchange Ratio”) shares of the Parkway’s ~~stockholders~~common ~~approved~~stock, par value $0.001 per share (“Parkway Common Stock”), with cash paid in lieu of fractional shares, and each share of the ~~two~~Company’s ~~proposals~~limited ~~described~~voting ~~below~~stock, par value $0.01 ~~Stockholder~~per ~~action~~share on(“Company Limited Voting Stock”), was converted into the right to receive a ~~third~~number ~~proposal~~of shares of newly created Parkway limited voting stock, par value $0.001 per share (“Parkway Limited Voting Stock”), equal to ~~approve~~the ~~one~~Exchange orRatio. ~~more~~Similarly, ~~adjournments~~at the effective time of the ~~Special~~Partnership ~~Meeting~~Merger, ifwhich ~~necessary~~occurred orimmediately ~~appropriate~~prior to the Parent Merger, each outstanding limited partnership interest in TPG LP (“TPG LP Units”), including ~~adjournments~~long term incentive units, was converted into the right to ~~permit~~receive ~~further~~a ~~solicitation~~number of ~~proxies~~limited partnership units in ~~favor~~Parkway LP (the “Parkway LP Units”) equal to the Exchange Ratio. Parkway issued 18,362,513 shares of ~~proposal~~Parkway 1Common Stock as consideration in the Parent Merger and Parkway LP issued 4,537,110 Parkway LP Units in the Partnership Merger. Based on the closing price of Parkway’s common stock on December 19, 2013 as reported on the New York Stock Exchange (the “NYSE”), the aggregate value of the merger consideration paid or payable to former holders of the Company's Common Stock was ~~not~~approximately ~~required~~$331.4 million, and nothe ~~vote~~aggregate ~~was~~value ~~taken~~of onParkway ~~that~~LP ~~proposal~~Units, which are convertible into Parkway’s common stock, issued to former holders of TPG LP Units was approximately $81.9 million.

~~The~~A ~~final~~copy ~~voting~~of ~~results~~the ~~with~~Merger ~~respect~~Agreement has been previously filed as Exhibit 2.1 to ~~each~~the ~~proposal~~Company’s ~~voted~~Current ~~upon~~Report aton Form 8-K filed with the ~~Special~~Securities ~~Meeting~~and ~~are~~Exchange ~~set~~Commission ~~forth~~(the ~~below~~“SEC”) on September 5, 2013 and is incorporated by reference herein. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

~~Proposal~~Item 13.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~Company’s~~December ~~stockholders~~19, ~~approved~~2013, ~~and~~in ~~adopted~~connection with the ~~Agreement~~completion ~~and Plan~~ of ~~Merger~~the Mergers, ~~dated~~the asCompany notified the NYSE that each share of ~~September~~Company 4,Common ~~2013~~Stock (issued and outstanding immediately prior to the “effective time of the Parent Merger ~~Agreement”),~~was bycanceled and ~~among~~converted ~~Parkway~~into ~~Properties,~~the ~~Inc~~right to receive 0.3822 (“shares of Parkway~~”), Parkway~~ ~~Properties~~Common LPStock, ~~PKY~~with ~~Masters,~~cash LPpaid in lieu of fractional shares, and the ~~Company~~NYSE ~~and~~has ~~Thomas~~filed ~~Properties~~a ~~Group,~~notification ~~L.P.,~~of ~~pursuant~~removal from listing on Form 25 with the SEC with respect to ~~which,~~the ~~among~~Company ~~other~~Common ~~things,~~Stock in order to effect the delisting of the Company Common Stock from the NYSE. Such delisting will beresult ~~merged~~in ~~with~~the ~~and~~termination ~~into~~of ~~Parkway~~the registration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “~~Merger~~Exchange Act”). Parkway, ~~with~~as ~~Parkway~~successor ~~surviving~~by merger to the ~~Merger~~Company, ~~and~~intends ~~the~~to ~~other~~file ~~transactions~~a ~~contemplated~~certificate byon Form 15 requesting the ~~Merger~~deregistration ~~Agreement,~~of asthe ~~set~~Company ~~forth~~Common ~~below:~~Stock under Section 12(g) of the Exchange Act.

For		Against		Abstentions		Broker Non-Votes
51,360,043		11,307		153,538		7,091,765

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein in its entirety by reference.

~~Proposal~~Item 23.03 Material Modification to Rights of Security Holders.

~~The~~On December 19, 2013, in connection with the completion of the Parent Merger, each share of Company’s ~~stockholders~~Common ~~approved~~Stock outstanding immediately prior to the effective time of the Parent Merger was converted into the right to receive 0.3822 shares of Parkway Common Stock, onwith ancash ~~advisory~~paid ~~(non-binding)~~in ~~basis~~lieu of fractional shares, and each share of Company Limited Voting Stock outstanding immediately prior to the ~~compensation~~effective ~~payable~~time of the Parent Merger was converted into the right to ~~certain~~receive ~~executive~~a ~~officers~~number of shares of Parkway Limited Voting Stock equal to the ~~Company~~Exchange inRatio. ~~connection~~At ~~with~~the effective time of the Parent Merger, TPGI’s stockholders immediately before the effective time of the Parent Merger ceased to have any rights as stockholders in TPGI (other than their right to receive the merger consideration) and instead have the rights of a stockholder in Parkway.

For		Against		Abstentions
26,955,491		12,710,136		212,312

Item 5.01 Changes in Control of Registrant.

~~Item~~At 8the effective time of the Parent Merger, as contemplated under the Merger Agreement, the Company merged with and into Parkway, with Parkway continuing as the surviving corporation.~~01 Other~~ ~~Events~~The aggregate consideration paid in connection with the Parent Merger consisted of 18,362,513 shares of Parkway Common Stock.

OnEffective ~~December~~as ~~17,~~of ~~2013,~~ the ~~Company~~consummation ~~issued~~of athe ~~press~~Parent ~~release~~Merger, ~~announcing~~James ~~that~~A. ~~its~~Thomas, ~~stockholders~~former ~~had~~Chairman, ~~approved~~President and ~~adopted~~Chief ~~the~~Executive ~~Merger~~Officer ~~Agreement~~of at the ~~Special~~Company, ~~Meeting.~~was ~~The~~appointed ~~full~~to ~~text of~~ the ~~press~~Board ~~release~~of isDirectors ~~attached~~of ~~hereto~~Parkway ~~as Exhibit 99.1~~ and iswill ~~incorporated~~serve ~~herein~~as in its ~~entirety by reference~~Chairman.

~~Item~~The 9information provided in Items 2.01 ~~Financial~~, ~~Statements~~3.03 and ~~Exhibits~~5.02 of this Current Report on Form 8-K is incorporated herein in its entirety by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Parent Merger and pursuant to the Merger Agreement, the Company ceased to exist and Parkway continued as the surviving corporation. All members of the Board of Directors of the Company voluntarily resigned effective at the effective time of the Parent Merger.

In addition, each executive officer of the Company listed below resigned from the positions indicated beside such executive officer’s name effective as of the effective time of the Parent Merger:

•James A. Thomas - Chairman of the Board, President and Chief Executive Officer

•Diana M. Laing - Chief Financial Officer and Secretary

•Robert D. Morgan - Senior Vice President

•Paul S. Rutter - Co-Chief Operating Officer and General Counsel

•John R. Sischo - Co-Chief Operating Officer

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
Exhibit Number	Description
99.1		Press Release issued by Thomas Properties Group, Inc., dated December 17, 2013
Exhibit 2.1	Agreement and Plan of Merger dated September 4, 2013 by and among Parkway Properties, Inc., Parkway Properties LP, PKY Masters, LP, Thomas Properties Group, Inc. and Thomas Properties Group, L.P. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2013)

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THOMAS PROPERTIES GROUP, INC.
December 17, 2013
	By:	/s/ Diana M. Laing
		Diana M. Laing
		Chief Financial Officer

Date: December 24, 2013 PARKWAY PROPERTIES, INC.

as successor by merger to Thomas Properties Group, Inc.

BY: /s/ Jeremy R. Dorsett

Jeremy R. Dorsett

Executive Vice President and

General Counsel

EXHIBIT INDEX



Exhibit Number	Description
Exhibit 2.1	Agreement and Plan of Merger dated September 4, 2013 by and among Parkway Properties, Inc., Parkway Properties LP, PKY Masters, LP, Thomas Properties Group, Inc. and Thomas Properties Group, L.P. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2013)

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