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Note 17 - Preferred Stock, Common Stock and Convertible Unit Transactions
 12 Months Ended
Dec. 31, 2012
Stockholders' Equity Note Disclosure [Text Block]
17.  Preferred Stock, Common Stock and Convertible Unit Transactions –

Preferred Stock –

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):

As of December 31, 2012
 
Series of
Preferred Stock
 
Shares
Authorized
   
Shares
 Issued and
 Outstanding
   
Liquidation
Preference
   
Dividend
Rate
   
Annual
Dividend
 per
Depositary
Share
   
Par Value
 
Series H
    70,000       70,000     $ 175,000       6.90 %   $ 1.72500     $ 1.00  
Series I
    18,400       16,000       400,000       6.00 %   $ 1.50000     $ 1.00  
Series J
    9,000       9,000       225,000       5.50 %   $ 1.37500     $ 1.00  
Series K
    8,050       7,000       175,000       5.625 %   $ 1.40625     $ 1.00  
      105,450       102,000     $ 975,000                          

As of December 31, 2011
 
Series of
Preferred Stock
 
Shares
Authorized
   
Shares
 Issued and
Outstanding
   
Liquidation
 Preference
   
Dividend
 Rate
   
Annual
 Dividend per
Depositary
Share
   
Par Value
 
Series F
    700,000       700,000     $ 175,000       6.65 %   $ 1.66250     $ 1.00  
Series G
    184,000       184,000       460,000       7.75 %   $ 1.93750     $ 1.00  
Series H
    70,000       70,000       175,000       6.90 %   $ 1.72500     $ 1.00  
      954,000       954,000     $ 810,000                          

The following Preferred Stock series were issued during the years ended December 31, 2012 and 2010:

Series of
Preferred Stock
 
Date Issued
 
Depositary
 Shares
 Issued
 
Fractional
Interest per
 Share
 
Net
 Proceeds,
After
 Expenses
(in millions)
 
Offering/
Redemption
Price
 
Optional
Redemption
 Date
                         
Series H(1)
 
8/30/2010
  7,000,000   1/100   $ 169.2   $ 25.00  
8/30/2015
Series I (2)
 
3/20/2012
  16,000,000   1/1000   $ 387.2   $ 25.00  
3/20/2017
Series J (3)
 
7/25/2012
  9,000,000   1/1000   $ 217.8   $ 25.00  
7/25/2017
Series K (4)
 
12/7/2012
  7,000,000   1/1000   $ 169.1   $ 25.00  
12/7/2017

(1) The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general corporate purposes.

(2) The net proceeds received from this offering were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.

(3) The net proceeds received from this offering were used for the redemption of all the outstanding depositary shares representing the Company’s Class F preferred stock, which redemption occurred on August 15, 2012, as discussed below, with the remaining proceeds used towards the redemption of outstanding depositary shares representing the Company’s Class G preferred stock, which redemption occurred on October 10, 2012, as discussed below, and general corporate purposes.

(4) The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes.

The following Preferred Stock series were redeemed during the year ended December 31, 2012:

Series of
Preferred Stock
 
Date Issued
 
Depositary
 Shares
 Issued
 
Redemption
Amount
(in millions)
 
Offering/
Redemption
Price
 
Optional
Redemption
Date
 
Actual
Redemption
Date
Series F (1)
 
6/5/2003
  7,000,000   $ 175.0   $ 25.00  
6/5/2008
 
8/15/2012
Series G (2)
 
10/10/2007
  18,400,000   $ 460.0   $ 25.00  
10/10/2012
 
10/10/2012

(1) In connection with this redemption the Company recorded a non-cash charge of $6.2 million resulting from the difference between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity.   The $6.2 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.

(2) In connection with this redemption the Company recorded a non-cash charge of $15.5 million resulting from the difference between the redemption amount and the carrying amount of the Class G Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity.   The $15.5 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.

The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. 

Voting Rights - The Class K Preferred Stock, Class J Preferred Stock, Class I Preferred Stock and Class H Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class H Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With respect to each share of Class H Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class H Preferred Stock). As a result, each Class H Depositary Share is entitled to one vote.

As to any matter on which the Class I, J, or K Preferred Stock may vote, including any actions by written consent, each share of the Class I, J or K Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J or K Preferred Stock). As a result, each Class I, J or K Depositary Share is entitled to one vote.

Liquidation Rights –

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $2,500.00 Class H Preferred Stock per share, $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share and $25,000.00 Class K Preferred Stock per share ($25.00 per each  Class H, Class I, Class J and Class K Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

Common Stock –

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.  During the year ended December 31, 2012, the Company repurchased 1,635,823 shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from stock options exercised.

Convertible Units –

The Company has varies types of convertible units that were issued in connection with the purchase of operating properties (see footnote 15).  The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2012, is $28.7 million.  The Company has the option to settle such redemption in cash or shares of the Company’s common stock.  If the Company exercised its right to settle in Common Stock, the unit holders would receive 1.5 million shares of Common Stock.