UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CROCKER REALTY TRUST, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
226826 10 5
(CUSIP Number)
With A Copy To:
HIGHWOODS PROPERTIES, INC. SMITH HELMS MULLISS & MOORE, L.L.P.
3100 Smoketree Court, Suite 600 2800 Two Hannover Square
Raleigh, North Carolina 27604 Raleigh, North Carolina 27601
Attention: Ronald P. Gibson Attention: Brad S. Markoff
Tel: (919) 872-4924 Tel: (919) 755-8731
Fax: (919) 876-2448 Fax: (919) 755-8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
Exhibit Index on Page _7_
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SCHEDULE 13D
CUSIP No. 431284 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highwoods Properties, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
22,436,254
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
22,436,254
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,436,254
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 431284 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cedar Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
22,436,254
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
22,436,254
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,436,254
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 431284 10 8
Item 3. Source and Amount of Funds or Other Consideration.
Highwoods and Cedar entered into a Stock Purchase Agreement,
dated as of April 29, 1996, with AP CRTI Holdings, L.P., AEW Partners, L.P.,
Thomas J. Crocker, Barbara F. Crocker, Richard S. Ackerman and Robert E. Onisko
(the "Sellers") to purchase all of the Seller's shares of Common Stock of
Crocker (the "Shares"). On September 6, 1996, the Company closed the acquisition
of the Shares. The purchase price was $249.1 million ($11.05243 per Share) and
included, as contemplated by the Stock Purchase Agreement, the $1.1 million
purchase of 1,056,000 options to purchase shares of Crocker owned by the
Sellers. Most of the purchase price ($189 million) was funded through a loan
from the OP. The OP funded the loan using a portion of the proceeds raised by
the Company in its recent 11.5 million share public offering, the net proceeds
of which were contributed by the Company to the OP in exchange for limited
partnership interests therein ("Units"). The remaining $60 million of the
purchase price was funded from a draw from the Company's $140 million credit
facility.
Highwoods and Cedar also entered into an Agreement and Plan of
Merger with Crocker, dated as of April 29, 1996 (the "Merger Agreement"). The
agreement provides that Cedar will be merged into Crocker, with Crocker as the
surviving entity (the "Merger"). At the effective time of the Merger, each share
of Crocker Common Stock held by Cedar or Highwoods (including the Shares) will
be canceled, each share of common stock of Cedar will become a share of Common
Stock of Crocker, and all other shares of Common Stock of Crocker will be
converted into and represent a right to receive $11.05243 per share.
The cost of acquiring the remaining shares of Crocker in the
Merger is expected to be $73.7 million. Highwoods expects to fund the cost of
the Merger through bank loans. Highwoods has obtained a commitment from
NationsBank for a $250 million revolving line of credit (the "Revolving Loan"),
which would replace its $140 million credit facility. A copy of the commitment
letter for the Revolving Loan was filed as Exhibit C to the original Schedule
13D.
Item 4. Purpose of Transaction.
Highwoods and Cedar entered into the Stock Purchase Agreement
and purchased the Shares as part of their plan to effect the acquisition of
Crocker by Highwoods.
On September 20, 1996, a special meeting of the shareholders
of Crocker will be held to vote on the proposed Merger. The Sellers, who were
the holders of record on the record date of the meeting, are contractually
obligated under the Stock Purchase Agreement to vote for the Merger. Upon
consummation of the Merger, Highwoods will become the sole shareholder of
Crocker. Shortly after the Merger, Highwoods intends to cause the merger of
Crocker into Highwoods and will then distribute substantially all of the assets
and liabilities of Crocker to the OP in exchange for Units and the cancellation
of the intercompany loan between the OP and Cedar used to fund the acquisition
of the Shares.
Following the Merger, the Common Stock of Crocker will be
delisted from the American Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
Pursuant to the Stock Purchase Agreement, the Reporting
Persons have purchased from the Sellers 22,436,254 shares of Common Stock, or
approximately 77.1% of the Common Stock outstanding. The date of the acquisition
was September 6, 1996. As of that date, the Reporting Persons have sole power to
vote and sole power to dispose of the Shares. The number of Shares purchased is
63,637 higher than that reported in the Reporting Persons' April 29, 1996
Schedule 13D. The increase is a result of (i) the Sellers' exercise of 62,000
warrants for shares of
<PAGE>
Crocker Common Stock since April 29, 1996 and (ii) the failure to account for
1,637 shares of Common Stock owned by the Sellers in the original Schedule 13D.
Despite the increase, the percentage of outstanding shares of Crocker owned by
Highwoods is 77.1%, which is lower than the 82.9% reported in the Schedule 13D.
The decrease was caused by the exercise of warrants to purchase shares of
Crocker by those other than the Sellers.
Except as described herein, none of the Reporting Persons have
engaged in any transaction involving any securities issued by Crocker within the
60-day period immediately preceding the date of this Schedule 13D/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On August 29, 1996, the Reporting Persons entered into an
amendment to the Stock Purchase Agreement (the "Amendment"). The Amendment set
the purchase price for the Shares (as provided in the Merger Agreement) and
provided that certain Sellers may exercise their warrants to purchase shares of
Common Stock prior to the closing of the purchase of the Shares. A copy of the
Amendment is filed as Exhibit A hereto and is incorporated herein by reference.
Item 7. Exhibits.
A. Amendment to Stock Purchase Agreement, dated August 29, 1996,
by and among the Sellers and the Reporting Persons.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATE: September 13, 1996
CEDAR ACQUISITION CORPORATION
By: /s/ RONALD P. GIBSON
Ronald P. Gibson, President
HIGHWOODS PROPERTIES, INC.
By: /s/ RONALD P. GIBSON
Ronald P. Gibson, President
<PAGE>
Exhibit Index
Exhibit Item
A. Amendment to Stock Purchase Agreement, dated August 29,
1996, by and among the Sellers and the Reporting Persons.
<PAGE>
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT is made this 29th day of August,
1996, by and among AP CRTI HOLDINGS, L.P., a Delaware limited partnership
("AP"), AEW PARTNERS, L.P., a Delaware limited partnership ("AEW"), THOMAS J.
CROCKER, a Florida resident ("Mr. Crocker"), BARBARA F. CROCKER, a Florida
resident ("Mrs. Crocker"), RICHARD S. ACKERMAN, a Florida resident ("Ackerman"),
ROBERT E. ONISKO, a Florida resident ("Onisko") (collectively, the "Sellers"),
HIGHWOODS PROPERTIES, INC., a Maryland corporation ("Highwoods"), and CEDAR
ACQUISITION CORPORATION, a Maryland corporation and a wholly owned subsidiary of
Highwoods ("Purchaser"). All capitalized terms used herein shall have the same
meaning as set forth in the Stock Purchase Agreement (as hereinafter defined)
unless otherwise provided herein.
W I T N E S S E T H
WHEREAS, the parties hereto entered into that certain Stock Purchase
Agreement, dated as of April 29, 1996 (the "Stock Purchase Agreement"), pursuant
to which the Purchaser has the right to purchase the Shares of the Company from
the Sellers upon the terms and conditions contained therein prior to the merger
of the Purchaser with and into the Company;
WHEREAS, the parties hereto desire to amend the Stock Purchase Agreement as
provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
1. The first sentence of Section 1.02 is deleted in its entirety and the
following is substituted therefore:
The Purchase Price per share for the Shares shall be $11.05243.
2. Schedule 3.03 to the Stock Purchase Agreement is hereby modified to
reflect the number of public warrants listed thereon as owned by Thomas J.
Crocker is 40,000.
3. Section 3.03, and any and all other provisions of the Stock Purchase
Agreement to the extent necessary, are hereby amended to provide that
Mr. Crocker, Mrs. Crocker and Ackerman may exercise any or all of the public
warrants owned by them as reflected on Schedule 3.03, as hereby amended, at any
time prior to the Closing and any and all provisions to the contrary are hereby
deleted and are null and void AB INITIO. The shares acquired by each of
Mr. Crocker, Mrs. Crocker and Mr. Ackerman as a result of their public warrants
shall be added to the shares owned by each of them on Exhibit A and such shares
shall be acquired by the Purchaser at the Closing.
<PAGE>
4. The parties hereto agree to cause the Company to segregate and retain
in a separate account any and all amounts paid by Mr. Crocker, Mrs. Crocker and
Ackerman upon the exercise of their public warrants until the effective time of
the Merger.
5. The terms and provisions of the Stock Purchase Agreement shall remain
in full force and effect except as modified herein.
6. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first above written.
HIGHWOODS PROPERTIES, INC., a
Maryland corporation
By: /s/ William T. Wilson, III
Name: William T. Wilson, III
Title: Executive Vice President, Chief
Operating Officer
CEDAR ACQUISITION COMPANY, a
Maryland corporation
By: /s/ William T. Wilson, III
Name: William T. Wilson, III
Title: Executive Vice President
[Signatures Continued on next page]
2
<PAGE>
AP CRTI HOLDINGS, INC., L.P., a
Delaware limited partnership
By: APGP CRTI HOLDINGS L.P., its
general partner
By: APGP CRTI HOLDINGS L.P., its
general partner
By: /s/ Michael Weiner
Name: Michael Weiner
Title: Vice President
AEW PARTNERS L.P., a Delaware limited
partnership
By: AEW/L.P., its general partner
By: AEW, Inc. its general partner
By: /s/ Mark L. Davidson
Name: Mark L. Davidson
Title: Vice President
/s/ Thomas J. Crocker
Thomas J. Crocker
/s/ Barbara F. Crocker
Barbara F. Crocker
/s/ Richard S. Ackerman
Richard S. Ackerman
/s/ Robert E. Onisko
Robert E. Onisko
3
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