UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 20, 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 4 Pages
<PAGE>
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/A
CUSIP NO. 431284 10 8
Item 2. Identity and Background.
This Schedule 13D/A is being filed by Highwoods Properties,
Inc. ("Highwoods"), a Maryland corporation.
The principal business of Highwoods is the ownership,
management, leasing, construction, development and acquisition of office and
industrial properties. Highwoods conducts substantially all of its operations
through Highwoods/Forsyth Limited Partnership (the "OP"), a limited partnership
in which Highwoods is the sole general partner. The address of Highwoods'
principal business and principal office is 3100 Smoketree Court, Suite 600,
Raleigh, North Carolina 27604.
The Reporting Person has not during the last five years been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party of a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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 with NationsBank, First Union National Bank of North Carolina and
Wachovia Bank of North Carolina.
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.
Following the Merger, the Common Stock of Crocker and the
warrants to purchase 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.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATE: September 30, 1996
HIGHWOODS PROPERTIES, INC.
By: /s/ RONALD P. GIBSON
Ronald P. Gibson, President
