<PAGE>
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
Date of Report (Date of earliest event reported): September 18, 1997
HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
MARYLAND
(State of Incorporation)
<S> <C>
1-13100 56-1871668
(Commission File Number) (IRS Employer Identification No.)
3100 SMOKETREE COURT, SUITE 600 27604
RALEIGH, NORTH CAROLINA (Zip Code)
(Address of principal executive offices)
(919) 872-4924
(Registrant's telephone number, including area code)
</TABLE>
<PAGE>
ITEM 5. OTHER EVENT
In September 1997, Highwoods Properties, Inc. (the "Company") retained
Alston & Bird, LLP to be its counsel in connection with various matters,
including securities matters. In connection therewith and in connection with the
Company's Registration Statement on Form S-3, File No. 333-31183 (the
"Registration Statement"), (i) attached as Exhibit 5 is the opinion of
Alston & Bird LLP as to the legality of the securities registered pursuant to
the Registration Statement and (ii) attached as Exhibit 8 is the opinion
of Alston & Bird LLP as to certain federal tax matters described in the
Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) The following exhibits are filed as part of this report:
5 Opinion of Alston & Bird LLP, regarding the legality of the
Securities being registered
8 Opinion of Alston & Bird LLP, regarding certain federal tax
matters
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
HIGHWOODS PROPERTIES, INC.
/S/ CARMAN J. LIUZZO
---------------------------------------
Carman J. Liuzzo
Vice President and Chief Financial
Officer
Date: September 18, 1997
<PAGE>
EXHIBIT 5
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
September 18, 1997
Highwoods Properties, Inc.
Highwoods/Forsyth Limited Partnership
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
Re: $1,250,000 Aggregate Offering Price of Securities of Highwoods
Properties, Inc. and Highwoods/Forsyth Limited Partnership
Ladies and Gentlemen:
We are acting as counsel for Highwoods Properties, Inc., a Maryland
corporation (the "Company"), and Highwoods/Forsyth Limited Partnership, a North
Carolina limited partnership (the "Operating Partnership"), in connection with
the shelf registration by the Company and the Operating Partnership of
$1,250,000,000 in maximum aggregate offering price of (i) shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), (ii)
shares or fractional shares of the Company's preferred stock ("Preferred
Stock"), (iii) shares of the Company's Preferred Stock represented by depositary
shares ("Depositary Shares"), and (iv) debt securities of the Operating
Partnership ("Debt Securities"). The Common Stock, Preferred Stock, Depositary
Shares and Debt Securities are the subject of a registration statement (the
"Registration Statement") filed by the Company and the Operating Partnership on
Form S-3 under the Securities Act of 1933, as amended (the "Act").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Common Stock,
Preferred Stock and Depositary Shares, and by the Operating Partnership in
connection with the authorization and issuance of the Debt Securities, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
Based upon and subject to the foregoing, it is our opinion that:
(1) The Company has authority pursuant to its Articles of
Incorporation to issue the shares of Common Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable and (c) upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration Statement
and/or the applicable prospectus supplement, such shares of Common Stock will be
legally issued, fully paid and nonassessable.
(2) The Company has authority pursuant to its Articles of
Incorporation to issue the shares of Preferred Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable, (c) upon the adoption by the Company's
Board of Directors and the due execution and filing by the Company with the
Maryland State Department of Assessments and Taxation the Articles Supplementary
establishing the preferences, limitations and relative voting and other rights
of each series of Preferred Stock prior to issuance thereof and (d) upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement and/or the applicable prospectus supplement, such
shares of Preferred Stock will be legally issued, fully paid and nonassessable.
(3) The Company has authority pursuant to its Articles of
Incorporation to issue Depositary Shares to be registered under the Registration
Statement and when (a) a deposit agreement substantially as described in the
Registration
<PAGE>
Statement has been duly executed and delivered by the Company and a depositary,
(b) the depositary receipts representing the Depositary Shares in the form
contemplated and authorized by such deposit agreement have been duly executed
and delivered by such depositary and delivered to and paid for by the purchasers
thereof in the manner contemplated by the Registration Statement and/or the
applicable prospectus supplement and (c) all corporate action necessary for the
issuance of such Depositary Shares and the underlying Preferred Stock has been
taken (including but not limited to action establishing the preferences,
limitations and relative voting and other rights of such Preferred Stock prior
to issuance thereof), such Depositary Shares will be legally issued and will
entitle the holders thereof to the rights specified in the deposit agreement
relating to such Depositary Shares.
(4) The Operating Partnership has authority to issue the Debt
Securities to be registered under the Registration Statement and when (a) the
applicable provisions of the Act and such state "blue sky" or securities laws as
may be applicable have been complied with and (b) the Debt Securities have been
issued and delivered for value as contemplated in the Registration Statement,
such Debt Securities will be legally issued and will be binding obligations of
the Operating Partnership and the Company, respectively.
To the extent that the obligations of the Company under the deposit
agreement or the obligations of the Company as guarantor and the Operating
Partnership as obligor under an indenture may be dependent upon such matters, we
have assumed for purposes of this opinion (i) that the applicable depositary or
trustee, as the case may be, is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is duly
qualified to engage in the activities contemplated by the applicable deposit
agreement or indenture as the case may be, (ii) that such deposit agreement or
indenture, as the case may be, has been duly authorized, executed and delivered
by and constitutes the legal, valid and binding obligation of such depositary or
trustee, as the case may be, enforceable in accordance with its respective
terms, (iii) that such depositary or trustee, as the case may be, is in
compliance, generally and with respect to acting as a depositary or trustee,
respectively, under the applicable deposit agreement or indenture, with all
applicable laws and regulations and (iv) that such depositary or trustee has the
requisite organizational and legal power and authority to perform its
obligations under the applicable deposit agreement or indenture, as the case may
be.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or law, in the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion concerning the enforceability of the waiver
of rights or defenses contained in Section 514 of the Indenture; and (v) we
express no opinion with respect to whether acceleration of Debt Securities may
affect the collectibility of any portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.
Very truly yours,
ALSTON & BIRD LLP
By: /s/ Brad S. Markoff
_______________________________
Brad S. Markoff
<PAGE>
EXHIBIT 8
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
September 18, 1997
Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Carolina 27604
Re: $1,250,000 Aggregate Offering Price of Securities (the "Securities")
of Highwoods Properties, Inc. (the "Company") and Highwoods/Forsyth
Limited Partnership
Ladies and Gentlemen:
In connection with a registration statement on Form S-3, File No. 333-31183
(the "Registration Statement"), you have asked us to render an opinion with
respect to the qualification of the Company as a real estate investment trust
("REIT") under Sections 856 - 860 of the Internal Revenue Code of 1986, as
amended, (the "Code").
This opinion is based solely on various assumptions and facts as set forth
in the Registration Statement and is conditioned upon certain representations
made by the Company as to factual matters through a certificate of an officer of
the Company (the "Officer's Certificate") attached hereto and made a part
hereof. We have made no independent inquiry as to the factual matters set forth
therein.
In addition to the foregoing, we have examined originals or copies
certified or otherwise identified to our satisfaction of (i) the Registration
Statement; (ii) Company's Form 10-K reports for the years 1994 through 1996;
(iii) the Company's Annual Reports to Stockholders for the years 1994 through
1996; (iv) the Company's Articles of Incorporation; (v) the Company's Bylaws;
and (vi) the Partnership Agreement for Highwoods/Forsyth Limited Partnership. We
have examined no other documents and our opinion is limited to matters
determined through an examination of such documents and the factual matters set
forth in the Officer's Certificate. We, however, have received the attached
letter from Ernst & Young, L.L.P. ("Ernst & Young"), and we have discussed the
matters contained therein with Ernst & Young and they have verified to us that
they are aware of no matter that would make the opinion provided below
inaccurate or
<TABLE>
<CAPTION>
<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue 601 Pennsylvania Avenue, N.W.
P.O. Drawer 34009 P.O. Drawer 31107 North Building, Suite 250
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-508-3300
Fax: 704-334-2014 Fax: 919-881-3175 Fax: 202-508-3333
</TABLE>
<PAGE>
Highwoods Properties, Inc.
September 18, 1997
Page 2
incomplete. The representations made in such letter also serve as a basis for
our opinions expressed herein.
In rendering the opinions set forth herein, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures thereon, the legal capacity of natural persons executing such
documents, and the conformity of authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the affect thereon, of other federal
laws, the laws of any other jurisdiction, the laws of any state or as to any
matter of municipal law or the laws of any other local agencies within any
state.
Based solely on the facts in the Registration Statement and the Officer's
Certificate, we are of the opinion that the Company has been organized and has
operated in conformity with the requirements for qualification and taxation as a
REIT under the Code for its taxable years ended December 31, 1994 through 1996
and that the Company is in a position to continue its qualification as a REIT
within the definition of Section 856(a) of the Code for the taxable year that
will end December 31, 1997. With respect to 1997, we note that the Company's
status as a REIT at any time during such year is dependent, among other things,
upon the Company meeting the requirements of Sections 856 through 860 of the
Code throughout the year and for the year as a whole. Accordingly, because the
Company's satisfaction of such requirements will depend upon future events, it
is not possible to assure that the Company will satisfy the requirements to be a
REIT during such year.
In addition, we have participated in the preparation of the material under
the heading "Federal Income Tax Consideration" of the Registration Statement and
we are of the opinion that the federal income tax treatment described therein is
accurate in all material respects.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement or
the Officer's Certificate may affect the opinions stated herein.
This opinion is furnished only to you, is solely for your use in connection
with the Registration Statement, and is limited to the specific matters covered
hereby and should
<PAGE>
Highwoods Properties, Inc.
September 18, 1997
Page 3
not be interpreted to imply that the undersigned has offered its opinion on any
other matter. This opinion may be relied upon only by the parties to whom it is
addressed and may not be quoted, circulated, or used for any other purpose
without our prior written consent. We, however, hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
ALSTON & BIRD, L.L.P.
By: /s/ Pinney L. Allen
_____________________________
Pinney L. Allen
PLA: mmh
Attachments
[AD972600.114]
