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FILED PURSUANT TO RULE 424(B)(3)
SEC FILE NO: 333-61913
STICKER SUPPLEMENT DATED DECEMBER 22, 1998
TO PROSPECTUS DATED OCTOBER 30, 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.
SELLING SECURITYHOLDERS
This Prospectus relates, in part, to the resale of 10,481,097 shares of
Common Stock and warrants to purchase 1,479,290 shares of Common Stock
(collectively, the "Resale Securities") by the Selling Securityholders named
herein (the "Selling Securityholders"). The Resale Securities comprise:
o 973,738 shares of Common Stock,
o 8,224,206 shares underlying Common Units,
o 1,256,125 shares underlying outstanding warrants,
o 27,028 shares of Common Stock that may be issued pursuant to certain
earn-out provisions, and
o the Resale Warrants, which are exercisable for a total of 1,479,290
shares of Common Stock.
The Resale Securities may be offered from time to time by the Selling
Securityholders. The following table provides the name of each Selling
Securityholder and the number of shares of Common Stock beneficially owned and
offered hereby and the number of shares of Common Stock underlying the Resale
Warrants offered hereby by each Selling Securityholder. The number of shares of
beneficially owned Common Stock provided in the following table includes the
number of shares that may be acquired by each Selling Securityholder upon (i)
redemption of Common Units, (ii) exercise of warrants (including the Resale
Warrants), whether or not currently exercisable, and (iii) exercise of
outstanding stock options that are currently exercisable. Because the Selling
Securityholders may offer all or some of the Resale Securities, no estimate can
be given as to the amount of shares that will be held by the Selling
Securityholders after completion of the offering.
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
8-H Partnership 20,833 20,833 0
1985 Trust F/B/O Clate
Joseph Korsant L.B.M.
Family Limited
Partnership 2,936 2,936 0
1985 Trust F/B/O
Justin Frederick
Korsant 2,936 2,936 0
4501 Alexander
Associates (3) 144,392 8,155 0
Alfus Family Limited
Partnership 47,661 47,661 0
Gene Anderson (4) 618,579 (5) 250,000 0
Ariel Associates,
L.L.C. 32,424 7,583 0
Arthur S. DeMoss
Foundation 92,046 92,046 0
ASP Partners (3) 5,941 5,941 0
The Audri May Tendler
Trust 2,929 2,929 0
Bennie Auerbach 32,486 32,486 0
Hyman Auerbach 46,759 46,759 0
Leon Auerbach 32,828 32,828 0
James W. Ayers 280,04 280,044 0
James Babb III 1,289 1,289 0
Gary T. Baker 172,682 172,682 0
Linda Barry 31,971 31,971 0
Bennett Family
Revocable Trust 2,092 2,092 0
Geoffrey Beer 817 817 0
Karen Blakely 10,000 (6) 0 10,000
Geoffrey Boisi 2,623 2,623 0
Brainard Holdings,
Inc. 16,378 16,378 0
William A.M. Burden &
Co., L.P. 36,634 36,634 0
CMS Oakbrook Summit,
L.P. 104 104 0
CMS Operating Real
Estate Properties II,
L.P. 20,728 20,728 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
P. Michael Caruso 11,507 11,507 0
Max C. Chapman 14,634 14,634 0
Charpat Properties 82,936 82,936 0
Charter Properties,
Inc. 24,556 24,556 0
The Condon Family Trust 763,750 763,750 0
Cypress Westshore, Inc. 83,947 83,947 0
Mary L. Demetree 25,309 25,309 0
Allen C. de Olazarra 835,249 (7) 347,084(8) 488,165
Jeff Dishner 815 815 0
John W. Eakin (4) (9) 300,504(10) 297,391(10) 0
J. Roger Edwards, Jr. 11,704 11,704 0
Jonathan Eilian 13,664 13,664 0
Steuart A. Evans 14,902 14,902 0
William G. Evans 32,308 (11) 1,539 (11) 0
Mike Fann 29,851 29,851 0
Terry Jay Feldman 2,308 2,308 0
James K. Flannery, Jr. 30,000 (12) 30,000(12) 0
Edward J. Fritsch (9)
(13) 72,329 (14) 33.529(14) 0
James R. Gates 835 835 0
Gene Anderson Family
Partnership, L.P. (15) 359,779 359,779 0
Jeffery L. Gibbs 3,505 3,505 0
GT Investment
Corporation 11,438 11,438 0
Ronald P. Gibson (4) (9) 191,248 (16) 139,124 (16) 0
Norman Goldbach 8,777 8,777 0
Jay and Patricia
Goldberg 1,255 1,255 0
Robert Goldman 202,112 202,112 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
Steve Goldman 2,104 2,104 0
Eugene Gorab 8,446 8,446 0
David L. Gordon 1,046 1,046 0
Madison Grose 16,541 16,541 0
Sidney J. Gunst 13,054 13,054 0
Hayes Barton United
Methodist Church 1,000 1,000 0
Edward W. and Kathleen
Hayes 1,535 1,535 0
James R. Heistand (4) (9) 1,512,946(17) 1,491,710 (17) 852,575
Henry K. Solomon RKS
Trust 4,850 4,850 0
Thomas A. Hunter III 4,965 4,965 0
Ted B. Jacobson 7,703 7,703 0
The James R. Gates
Charitable Remainder
Trust I 10,381 10,381 0
Jerome Janger 198,062 198,062 0
Linda Janger 4,394 4,394 0
JAW Holdings I, L.L.C. 9,621 9,621 0
Jewish Communal Fund 11,391 11,391 0
Dale Johannes (9) 203,222(18) 203,222(18) 103,550
Neal S. Johnston 5,385 5,385 0
Crawley F. Joyner 13,053 13,053 0
Parke D. Joyner 13,053 13,053 0
Susan Kellett 30,220 1,485 0
Kennington Ltd., Inc. 503,948 503,948 0
James A. Kleeman 163 163 0
Merrick Kleeman 8,863 8,863 0
Kollman Properties
Corp. 119,716 119,716 0
Lowell D. Kraff 238 238 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
John Kukral 24,016 24,016 0
L.B.M. Family Limited
Partnership 40,683 40,683 0
LPK Investments, L.L.C. 32,424 7,583 0
Lambster Partners 2,317 2,317 0
Alice Victoria M.
Langley 27,122 27,122 0
Eugene Martin Langley,
Jr. 16,196 16,196 0
Arthur Laub 9,035 9,035 0
Deborah Laub 1,046 1,046 0
Marmour Living Trust 26,820 26,820 0
Mary Sue McCarthy 10,000 (12) 10,000(12) 0
Michael J. McCarthy 40,000 (12) 40,000(12) 0
Stephen D. McCarthy 10,000 (12) 10,000(12) 0
William J. McCarthy 10,000 (12) 10,000(12) 0
Meyer Capital, L.P. 47,661 47,661 0
Montrose Corp. 146,649 146,649 0
Charles E. Mueller 311 311 0
Michael Mueller 1,142 1,142 0
Nashville Community
Foundation, Inc. 4,000 4,000 0
Jack Nash 12,019 12,019 0
Newman Enterprises 12,366 12,366 0
The Nussbaum Family
Trust 856 856 0
Dennis L. Olive 4,122 4,122 0
L. Glenn Orr (19) 10,000 (20) 250 (21) 0
Patewood Associates
Limited Partnership 18,982 18,982 0
Paul S. Bennett Family
Trust 1,712 1,712 0
Peter Family Revocable
Trust 5,897 5,897 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
Alan Petroff 5,358 5,358 0
Graydon O. Pleasants 36,400 36,400 0
W. Brian Reames (9) 177,838(22) 183,244(22) 0
John E. Reece (9) 83,501(23) 71,251(23) 0
Michael Rubel 10,265 10,265 0
SECC Partners 75,881 5,941 0
SJ Company (24) 23,466 23,466 0
William E. Salter 10,724 10,724 0
Chris B. Schoen 31,971 31,971 0
Alan Schwartz 4,254 4,254 0
Gerry E. Shannon 2,061 2,061 0
Jerome Silvey 1,538 1,538 0
E. Samuel Simpson 2,635 2,635 0
Judy Sirody 856 856 0
O. Temple Sloan, Jr.
(9) (24) 513,599(25) 342,893(25) 0
David Smith 52,720 1,485 0
Margaret Smith 52,720 1,485 0
Mark C. Smith 39,522 39,522 0
Robert E. Smith 143,445 1,485 0
Thomas S. Smith (26) 266,580(27) 16,216(27) 0
Stanley and Audri
Tendler Family Trust 7,811 7,811 0
Star Investors, GP 62,307 62,307 0
Starwood Capital Group
I, L.P. 2,900 2,900 0
Starwood Capital
Group, L.L.C. 69,231 69,231 0
Starwood Office
Investors I, Inc. 4,015 4,015 0
Starwood Opportunity
Fund IV, L.P. 1,055,711 1,055,711 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
Henry F. Stern 16,316 16,316 0
Barry Sternlicht 132,256 132,256 0
Stony Point Limited
Partnership II 104,228 104,228 0
Jay Sugarman 3,548 3,548 0
Theresa Goldbach
Testamentary Trust 258 258 0
Stephen F. Thornton 10,677 10,677 0
Stephen Timko (3) (9)
(19) 208,368(28) 160,697 0
Triad Properties
Holdings - Georgia,
L.L.C. 145,258 145,258 0
Trust FBO Grant L.
Wilson Dated Aug. 2,
1976 32,894 1,456 0
Trust FBO Grant L.
Wilson Dated Dec. 17,
1984 61,850 1,213 0
Trust FBO Kirsten
Wilson Dated Aug. 2,
1976 32,893 1,456 0
Trust FBO Kirsten
Wilson Dated Dec. 17,
1984 61,851 1,213 0
Trust FBO Sara Wilson
Dated Oct. 13, 1976 32,893 1,456 0
Trust FBO Sara Wilson
Dated Dec. 17, 1984 61,850 1,213 0
John L. Turner (4) (9) 470,341(29) 434,541(29) 0
Robert Turner 10,000 (6) 0 10,000
Harrison A. Underwood
III 2,635 2,635 0
Mark Walsh 15,000 (6) 0 15,000
Glenn Weathers 5,344 5,344 0
Kenneth M. Weiss 223 223 0
Wendy's of North
Alabama, Inc. 21,161 21,161 0
The Westminster
Presbyterian Church 1,000 1,000 0
<PAGE>
NUMBER
OF
NUMBER OF NUMBER OF SHARES
SHARES SHARES UNDERLYING
NAME OF BENEFICIALLY OFFERED RESALE
SELLING SECURITYHOLDER (1) OWNED(2) HEREBY (2) WARRANTS
-------------------------- -------- ---------- --------
Roderick T. White 124,540 124,540 0
William A. White, Jr. 9,805 9,805 0
Robert A. Wilkins 10,000 (12) 10,000(12) 0
William T. Wilson III
(5) (9) 424,754(30) 293,204(30) 0
Ziff Investors
Partnership, L.P. II 230,954 230,954 0
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TOTAL 10,481,097 1,479,290
========== =========
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(1) A "Selling Securityholder" shall also include any person or entity that
receives Resale Securities (or Common Units or warrants redeemable or
exercisable for Resale 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
Resale Securities.
(2) Unless otherwise noted, number shown represents shares issuable upon
redemption of Common Units.
(3) Stephen Timko, a general partner of ASP Partners and 4501 Alexander
Associates, is a director of the Company.
(4) Director and executive officer.
(5) Includes the 359,779 shares issuable upon redemption of the Common Units
held by Gene Anderson Family Partnership, L.P., a Selling Securityholder
listed below, 2,500 shares of Common Stock and 6,300 shares issuable upon
exercise of currently exercisable options.
(6) Represents shares issuable upon exercise of Resale Warrants.
(7) Includes 28,769 shares of outstanding Common Stock and 488,165 shares
issuable upon exercise of Resale Warrants.
(8) Includes 28,769 shares of outstanding Common Stock.
(9) The resale of the Selling Securityholder's Issuance Shares are being
registered hereby should such Selling Stockholder be deemed to be an
affiliate of the Company or otherwise an underwriter of such shares.
(10) Includes 201,579 shares of outstanding Common Stock, 60,000 shares
issuable upon exercise of warrants and 16,925 shares issuable upon
exercise of currently exercisable
<PAGE>
options. The number of shares offered also includes 10,812 shares
issuable pursuant to earn-out arrangements.
(11) Includes 1,539 shares of outstanding Common Stock.
(12) Number of shares shown represents shares that may be issued upon exercise
of outstanding warrants.
(13) Executive officer.
(14) Includes 23,385 shares of outstanding Common Stock. The number of shares
beneficially owned also includes 38,800 shares issuable upon exercise of
currently exercisable stock options.
(15) Gene Anderson is the general partner of Gene Anderson Family Partnership,
L.P.
(16) Includes 69,076 shares of outstanding Common Stock. The number of shares
beneficially owned also includes 51,300 shares issuable upon exercise of
currently exercisable options. Number of shares offered hereby includes
only 68,252 shares of outstanding Common Stock.
(17) Includes 74,005 shares of outstanding Common Stock and 852,575 shares
issuable upon exercise of Resale Warrants. Number of shared offered hereby
includes only 52,769 shares of outstanding Common Stock.
(18) Includes 9,231 shares of outstanding Common Stock and 103,550 shares
issuable upon the exercise of Resale Warrants.
(19) Director.
(20) Includes 9,000 shares issuable upon exercise of currently exercisable
options and 250 shares of Common Stock.
(21) Represents shares of outstanding Common Stock.
(22) Includes 107,838 shares of Common Stock and 30,000 shares issuable upon
exercise of outstanding warrants. The number of shares offered also
includes 5,406 shares issuable pursuant to earn-out arrangements.
(23) Includes 1,000 shares of outstanding Common Stock and 30,000 shares
issuable upon exercise of outstanding warrants. The number of shares
beneficially owned also includes 11,250 shares issuable upon exercise of
currently exercisable options.
(24) O. Temple Sloan, Jr., a general partner of SJ Company, is a director of
the Company.
(25) Includes 104,924 shares of outstanding Common Stock. Number of shares
beneficially owned includes 23,466 shares issuable upon redemption of
Common Units held by SJ Company, a Selling Securityholder, and 147,040
shares issuable upon exercise of currently exercisable options. Number of
shares offered hereby includes only 104,724 shares of outstanding Common
Stock.
(26) Thomas S. Smith is a former director and officer of the Company.
(27) The number of shares beneficially owned includes 60,000 shares issuable
upon exercise of outstanding warrants and 206,580 shares of outstanding
Common Stock. The number of shares offered represents shares issued or
issuable pursuant to earn-out arrangements.
(28) Includes 33,210 shares issuable upon redemption of Common Units held by
4501 Alexander Associates, of which Mr. Timko is a general partner, 3,089
shares issuable upon redemption of Common Units held by ASP Partners, of
which Mr. Timko is a general partner, and 11,372 shares issuable upon
exercise of currently exercisable options.
<PAGE>
(29) Includes 7,000 shares of outstanding Common Stock and 35,000 issuable upon
exercise of warrants. The number of shares beneficially owned also
includes 28,800 shares issuable upon exercise of currently exercisable
options. None of the shares offered hereby include outstanding shares of
Common Stock.
(30) Includes 7,800 shares of outstanding Common Stock and 35,000 shares
issuable upon exercise of warrants. The number of shares beneficially
owned also includes 123,750 shares issuable upon exercise of currently
exercisable options. None of the shares offered hereby include outstanding
shares of Common Stock.
