1
EXHIBIT 12
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS (1)
The ratios of earnings to combined fixed charges and preferred stock dividends
are as follows:
SIX MONTHS ENDED
JUNE 30 YEAR ENDED DECEMBER 31
------------------ ---------------------------------- AUGUST 14, 1992
(INCEPTION) TO
1997 1996 1996 1995 1994 1993 DECEMBER 31, 1992(2)
------ ------ ------ ------ ------ ------ ------------------------
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends(3)............................ 2.63X 2.75X 2.66X 2.92X 2.69X 3.51X 15.45x
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(1) At June 30, 1997 the only series of preferred stock outstanding is
2,300,000 shares of 9.25% Series A Cumulative Preferred Stock. Dividends
on the Series A Preferred Stock, par value $1 per share, are cumulative
from the date of original issue and are payable quarterly, commencing on
August 15, 1997, to shareholders of record on July 31, 1997, at the rate
of 9.25% per annum of the $25 per share liquidation preference.
The Series A Preferred Stock has no stated maturity and will not be
subject to any sinking fund or mandatory redemption. Except in certain
circumstances related to the preservation of the Companys qualifications
as a REIT, the Series A Preferred Stock is not redeemable prior to July
1, 2002. On or after such date, the stock may be redeemed for cash at
the option of the Company, in whole or in part, at a redemption price of
$25 per share, plus accrued and unpaid dividends thereon, if any, up to
the redemption date. In order to insure that the Company continues to
meet the requirements for qualification as a REIT under the Code, shares
of Series A Preferred Stock shall be deemed excess shares if the holder
owns more than 9.9% in value of the Companys outstanding capital stock,
and the Company will have the right to purchase excess shares from the
holder.
Upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Company, the holders of Series A Preferred Stock
are entitled to be paid out of the assets of the Company legally
available for distribution to its shareholders a liquidation
preference of $25 per share, plus an amount equal to any accrued and
unpaid dividends to the date of the payment. The Series A Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company rank (i) senior to all classes
or series of Common Stock to the Company and to all equity securities
ranking junior to the Series A Preferred Stock with respect to dividend
rights or rights upon liquidation, dissolution or winding up of the
Company; (ii) on a parity with all equity securities issued by the
Company, the terms of which specifically provide that such equity
securities rank on a parity of a Series A Preferred Stock; and (iii)
junior to all existing or future indebtedness of the Company. For this
purpose, the term equity securities does not include convertible debt
securities which will rank senior to the Series A Preferred Stock prior
to conversion.
(2) Operations of the Company commenced on August 14, 1992.
(3) For purposes of calculating the ratio of earnings to combined fixed
charges and preferred stock dividends, net earnings (before extraordinary
charge from prepayment of debt in 1995) has been added to fixed charges
and that sum has been divided by such fixed charges. Fixed charges
consist of interest expense, amortization of deferred financing costs and,
starting with the period ended June 30, 1997, preferred stock dividends
for the Series A Cumulative Preferred Stock.