HIGHWOODS PROPERTIES INC
8-K, 1998-07-02
REAL ESTATE INVESTMENT TRUSTS
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                   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): July 1, 1998

                       HIGHWOODS PROPERTIES, INC.
          (Exact name of registrant specified in its charter)

<TABLE>
<CAPTION>
<S><C>
         Maryland                    1-13100                            56-1871668
         --------                    -------                            ----------
(State of Incorporation)     (Commission File Number)      (IRS Employer Identification No.)
</TABLE>


     3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604
           (Address of principal executive offices, zip code)


   Registrant's telephone number, including area code: (919) 872-4924


<PAGE>


Item 5.           OTHER EVENTS

         As previously reported, Highwoods Properties, Inc.
("Highwoods") has entered into an Agreement and Plan of Merger (as
amended, the "Merger Agreement") with J. C. Nichols Company ("JCN"). JCN
shareholders approved the merger (the "Merger") at a special meeting
held on July 1, 1998.

         As   discussed  in  the  Proxy   Statement/Prospectus   mailed
to  JCN shareholders  on or about June 3, 1998, a lawsuit was filed in
the Circuit Court of Jackson  County,  Missouri on January 8, 1998 by
Dennis  Wright  against JCN, JCN's Board of Directors  and Highwoods
seeking  certification  of a class,  an injunction  preventing the
Merger, and unspecified damages. On July 1, 1998, the court denied the
plaintiff's  request for a temporary  restraining order ("TRO")
enjoining the closing of the transaction.

         The Merger is expected to close by July 15, 1998.


<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.


                                  By: /s/ Carman J. Liuzzo
                                      ------------------------------------------
                                      Carman J. Liuzzo
                                      Vice President and Chief Financial Officer


Date: July 2, 1998



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