RULE 424(B)(3)
SEC FILE NO: 333-43745
STICKER SUPPLEMENT DATED SEPTEMBER 25, 1998
TO PROSPECTUS DATED FEBRUARY 10, 1998, OF
HIGHWOODS PROPERTIES, INC.
THE SOLE PURPOSE OF THIS PROSPECTUS SUPPLEMENT IS TO REPLACE THE
INFORMATION SET FORTH UNDER THE CAPTION "SELLING SECURITYHOLDERS" IN THE
ACCOMPANYING PROSPECTUS. CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT
HAVE THE MEANINGS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. THIS PROSPECTUS SUPPLEMENT SUPERCEDES AND REPLACES THE PROSPECTUS
SUPPLEMENT DATED AUGUST 26, 1998.
SELLING SECURITYHOLDERS
This Prospectus Supplement and the accompanying Prospectus relate to the
offer and sale by the holders thereof from time to time of up to (i) 117,617
shares (the "Original Shares") of the Company's Common Stock; (ii) 2,972,524
shares (the "Redemption Shares") of Common Stock by which shares may be issued
by the Company to the extent that holders of up to 2,972,524 Common Units
exercise their right to redeem such Units and the Company elects to satisfy such
redemption right through the issuance of Common Stock; (iii) 1,444,290 shares
(the "Warrant Shares") of Common Stock issuable upon the exercise of up to
1,444,290 Warrants, which Warrants may be deemed to be held by affiliates of the
Company; and (iv) 1,479,290 Warrants.
The Company has agreed to indemnify the Selling Securityholders against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), or to contribute to payments the
Selling Securityholders may be required to make in respect thereof. Insofar as
indemnification of the Selling Securityholders for liabilities arising under the
Securities Act may be permitted pursuant to such agreements, the Company has
been informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Because the Selling Securityholders may offer all or some of the
Securities, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Securities that will be
held by the Selling Securityholders after completion of the offering, no
estimate can be given as to the principal amount of the Securities that will be
held by the Selling Securityholders after completion of the offering.
The Selling Securityholders and any broker or dealer to or through whom
any of the Securities are sold may be deemed to be underwriters within the
meaning of the Securities Act with respect to the Securities offered hereby, and
any profits realized by the Selling Securityholders or such brokers or dealers
may be deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Securityholders are not expected to exceed normal selling expenses for sales.
The registration of the offering of the Securities by the Selling
Securityholders under the Securities Act shall not be deemed an admission
<PAGE>
by the Selling Securityholders or the Company that the Selling Securityholders
are underwriters for purposes of the Securities Act of any Securities offered
under this Prospectus.
The Securities offered by this Prospectus may be offered from time to time
by the Selling Securityholders named below. The following table provides the
name of each Selling Securityholder and the number of shares of Common Stock or
Warrants beneficially owned and offered hereby by each Selling Securityholder.
The number of shares of Common Stock provided in the following table includes
the number of shares that may be acquired by each Selling Securityholder upon
redemption of Units or upon exercise of Warrants.
The Securities offered by this Prospectus may be offered from time to time
by the Selling Securityholders named below:
<TABLE>
<CAPTION>
<S> <C>
Name of Selling Number of Shares Number of Shares Number of Number of
Securityholder (1) of Common Stock of Common Stock Warrants Owned Warrants Offered
Owned Prior to Offered Hereby Prior to Offering Hereby
Offering
----------- ------------- ------------ ------------ -----------
James R. Heistand (2) 1,491,660 1,491,660 852,575 852,575
Allen C. De Olazarra (4) 835,350 835,350 488,165 488,165
Dale Johannes (4) 203,171 203,171 103,550 103,550
Karen Blakely NA NA 10,000 10,000
Mary L. Demetree 25,309 25,309 NA NA
William G. Evans 32,308 1,539 NA NA
Robert Turner NA NA 10,000 10,000
Mark Walsh NA NA 15,000 15,000
Jewish Communal Fund 11,391 11,391 NA NA
1985 Trust F/B/O
Clate Joseph Korsant 2,936 2,936 NA NA
1985 Trust F/B/O Justin
Frederick Korsant 2,936 2,936 NA NA
James Babb III 1,289 1,289 NA NA
Dr. Gregory Beer 1,467 1,467 NA NA
Geoffrey Beer 817 817 NA NA
Geoffrey Boisi 2,623 2,623 NA NA
Brainard Holdings, Inc. 16,378 16,378 NA NA
Burden Direct Investment
Fund I 46,255 46,255 NA NA
Max C. Chapman 14,634 14,634 NA NA
Cumberland Apartment Group 3,505 3,505 NA NA
Jeff Dishner 815 815 NA NA
Jonathan Eilian 13,664 13,664 NA NA
James Gates 11,216 11,216 NA NA
Steve Goldman 2,104 2,104 NA NA
Eugene Gorab 8,446 8,446 NA NA
Madison Grose 16,541 16,541 NA NA
James A. Kleeman, M.D 163 163 NA NA
Merrick Kleeman 8,863 8,863 NA NA
Lowell D. Kraff 238 238 NA NA
<PAGE>
John Kukral 24,016 24,016 NA NA
Lambster Partners 2,317 2,317 NA NA
Montrose Corp. 146,649 146,649 NA NA
Charles E. Mueller, M.D 311 311 NA NA
Michael Mueller 1,142 1,142 NA NA
Jack Nash 12,019 12,019 NA NA
The Nash Family Partnership 5,853 5,853 NA NA
Alan Schwartz 4,254 4,254 NA NA
Jerome Silvey 1,538 1,538 NA NA
Star Investors, GP 117,307 117,307 NA NA
Starwood Capital Group, LLC 69,231 69,231 NA NA
Starwood Office Investors I, Inc. 4,015 4,015 NA NA
Starwood Opportunity
Fund IV, L.P. 1,055,711 1,055,771 NA NA
Barry Sternlicht 132,256 132,256 NA NA
Jay Sugarman 3,548 3,548 NA NA
Ziff Investors Partnership,
L.P. II 230,954 230,954 NA NA
</TABLE>
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(1) A "Selling Securityholder" shall also include any person or entity that
receives Securities (or Common Units or Warrants redeemable or exercisable
for Securities) as a result of (i) their pro rata distribution by an
entity to its equity holders, (ii) a gift, or (iii) a pledge. Any Selling
Securityholder who is not specifically named in the foregoing table will
be named in a supplement to the Prospectus if such a supplement is
required by the rules and regulations of the Securities and Exchange
Commission at the time such Selling Securityholder offers any Securities.
(2) Executive officer and director.
(3) Number of shares shown includes Redemption Shares that may be issued upon
redemption of outstanding Units even if not currently redeemable and
Warrant Shares issuable upon exercise of outstanding Warrants even if not
currently exercisable.
(4) The Selling Securityholder's Redemption Shares and Warrant Shares are
being registered hereby should such stockholder be deemed to be an
underwriter under Rule 145 of the Securities Act or an affiliate. The
Company disclaims that the Selling Securityholder is an underwriter or an
affiliate of the Company.
