As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
HIGHWOODS PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 56-1871668
State of Incorporation) (I.R.S. Employer Identification No.)
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(919) 872-4924
(Name, address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Ronald P. Gibson, President
Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(919) 872-4924
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With Copies to:
Brad S. Markoff, Esq.
Alston & Bird LLP
3605 Glenwood Avenue, Suite 310
Raleigh, North Carolina 27612
(919) 420-2210
Approximate date of commencement of proposed sale
to the public: As soon as practicable after this
Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
===============================================================================================================
Title of Securities Amount being Proposed Maximum Proposed Maximum Amount of
being Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share (1) Price
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value....... 2,000,000(2) $33.50 $67,000,000 $20,304 (3)
===============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the high and low sale price
of the Common Stock on the New York Stock Exchange on April 28, 1998.
(2) Excludes 34,596 shares of Common Stock previously registered on Form
S-3 File No. 033-97712 and carried forward hereto.
(3) Excludes the registration fee of $312, which was previously paid with
respect to 34,596 shares of Common Stock carried forward from
Registration Statement No. 033-97712.
<PAGE>
EXPLANATORY NOTE
THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS
UNDER SECURITIES ACT RULE 429 AND RELATES TO REGISTRATION STATEMENT NO.
033-97712, WHICH THE REGISTRANT PREVIOUSLY FILED ON FORM S-3 AND WHICH WAS
DECLARED EFFECTIVE, UNDER SECURITIES ACT RULE 462(A), ON OCTOBER 4, 1995.
<PAGE>
PROSPECTUS
2,034,596 SHARES COMMON STOCK
HIGHWOODS PROPERTIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Highwoods Properties, Inc. (the "Company") hereby offers holders of its
shares of common stock, par value $.0l per share (the "Common Stock"), the
opportunity to participate in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan provides a simple and convenient method,
without brokerage commission or service charge, to invest cash dividends and
Optional Cash Payments (defined below) in shares of Common Stock. Beneficial
owners of shares of Common Stock whose shares are registered in names other than
their own, by brokers, banks or other nominees, may join the Plan by having the
shares they wish to enroll in the Plan transferred to their own names or
arranging for the holder of record to join the Plan.
Plan participants (the "Participants") may purchase shares of Common
Stock by (i) having the cash dividends on all, or part, of their shares of
Common Stock automatically reinvested, (ii) by receiving directly, as usual,
their cash dividends, if and as declared, on their shares of Common Stock and
investing in the Plan by making cash payments, of not less than $25 per payment
nor more than $20,000 per calendar quarter ("Optional Cash Payments"), or (iii)
by investing both their cash dividends and such Optional Cash Payments.
Individuals and entities may participate in the Plan by completing an
Authorization Card and returning it to FIRST UNION NATIONAL BANK, DIVIDEND
REINVESTMENT GROUP, 1525 WEST W. T. HARRIS BOULEVARD, 3C3, CHARLOTTE, NORTH
CAROLINA, 28288-1153. Stockholders who are participants in the Plan may
terminate their participation at any time. Stockholders who are not participants
in the Plan and who do not want to become participants need do nothing and will
continue to receive their cash dividends, if and when declared, as usual.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May 4, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied, at
prescribed rates, at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 25049, Room 1024, and at the Commission's
New York regional office at Seven World Trade Center, New York, New York, 10048
and at the Commission's Chicago regional office at Citicorp Center, 500 W.
Madison Street, Chicago, Illinois 60661. Such information, when available, also
may be accessed through the Commission's electronic data gathering, analysis and
retrieval system ("EDGAR") via electronic means, including the Commission's home
page on the Internet (http://www.sec.gov). In addition, the Common Stock of the
Company is listed on the New York Stock Exchange ("NYSE"), and similar
information concerning the Company can be inspected and copied at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This prospectus ("Prospectus"),
which constitutes a part of the registration statement, does not contain all of
the information set forth in the registration statement and in the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is hereby made to such registration statement, exhibits
and schedules. The registration statement may be inspected without charge at, or
copies obtained upon payment of prescribed fees from, the Commission and its
regional offices at the locations listed above. Any statements contained herein
concerning a provision of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the registration statements or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference and made a
part hereof:
a. The Company's annual report on Form 10-K for the year ended
December 31, 1997 (as amended on Form 10-K/A filed on April
29, 1998);
b. The Company's current reports on Form 8-K, dated January 9,
1997 (as amended on February 7, 1997, March 10, 1997 and April
28, 1998), August 27, 1997 (as amended on September 23, 1997),
October 1, 1997, November 17, 1997, January 22, 1998, February
2, 1998, and April 20, 1998; and
c. The description of the Common Stock of the Company included in
the Company's registration statement on Form 8-A, dated May
16, 1994.
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All documents filed by the Company with the Commission pursuant to
Sections 13(a) and 13(c) of the Exchange Act and any definitive proxy
statements so filed pursuant to Section 14 of the Exchange Act and any
reports filed pursuant to Section 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of this offering of
the Common Stock shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document, as the case may be,
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement. Any such statements
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Copies of any or all of the documents incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents) will be furnished
without charge to each person to whom a copy of this Prospectus is delivered
upon written or oral request. Requests should be made to: Highwoods Properties,
Inc., Investor Relations, 3100 Smoketree Court, Suite 600, Raleigh, North
Carolina 27604.
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<PAGE>
THE COMPANY
Highwoods Properties, Inc. (the "Company"), a Maryland corporation, is the
issuer of the shares of Common Stock, par value $.01 per share, offered
hereunder. The principal executive office of the Company is located at 3100
Smoketree Court, Suite 600, Raleigh, North Carolina 27604; telephone number
(919) 872-4924.
DESCRIPTION OF THE DIVIDEND
REINVESTMENT AND
STOCK PURCHASE PLAN
The terms of the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan") are set forth below in question and answer format.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of shares of Common Stock
with a simple and convenient method of investing cash dividends or Optional Cash
Payments in shares of Common Stock without payment of any brokerage commissions,
fees or service charges. Shares of Common Stock purchased under the Plan will
either be original issue shares or shares purchased in the open market by the
Plan administrator, First Union National Bank of North Carolina (the "Bank").
The Plan accordingly has the added benefit of providing the Company with
additional funds for general corporate purposes when the Company elects to sell
shares of its Common Stock under the Plan.
ADVANTAGES TO PARTICIPANTS
2. WHAT ARE THE OPTIONS AVAILABLE TO STOCKHOLDERS?
Plan Participants may purchase shares of Common Stock by (i) having the
cash dividends on all or part of their shares of Common Stock automatically
reinvested, (ii) by receiving directly, as usual, their cash dividends, if and
as declared, on their shares of Common Stock and investing in the Plan by making
cash payments of not less than $25 or more than $20,000 per calendar quarter per
beneficial owner, or (iii) by investing both their cash dividends and such
Optional Cash Payments. These options are also available to beneficial owners of
Common Stock whose shares are registered in names other than their own by having
the shares they wish to enroll in the Plan transferred to their own name or
arranging for the holder of record to join the Plan on such beneficial owners'
behalf.
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
No brokerage commissions, fees or service charges are paid by participants
in connection with purchases under the Plan; provided, however, that if shares
are registered in the name of a nominee or broker, such nominee or broker may
charge a commission or fee. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' accounts. Regular statements of
account provide simplified record keeping. In addition, the free custodial
services provided in connection with the Plan serve to protect against loss,
theft or destruction of certificates.
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The price of shares of Common Stock purchased under the Plan from the
Company with reinvested cash dividends will be 95% of the average high and low
price for the Common Stock on the New York Stock Exchange for the ten trading
days immediately preceding the dividend payment date. Shares of Common Stock
purchased under the Plan from the Company with Optional Cash Payments will have
a purchase price equal to 100% of the average high and low price for the Common
Stock on the New York Stock Exchange for the ten trading days immediately
preceding the dividend payment date. For open market purchases, the purchase
price will be the weighted average price paid by the Bank for all shares
purchased by it for Participants with the proceeds of the cash dividend and
Optional Cash Payments being invested on the applicable dividend payment date
and, if necessary (as explained at Question 12), promptly thereafter.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Union National Bank of North Carolina, or such other bank or trust
company as the Company may from time to time designate as Plan administrator for
the participating stockholders, administers the Plan for Participants, keeping
records, sending statements of account to Participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the Plan are
held by the Bank as agent for the Participants and are registered in the name of
the Bank or its nominee, unless and until a Participant requests that a stock
certificate for his or her shares be issued, as more fully described in Question
17.
Any questions or correspondence should be directed to:
First Union National Bank
Dividend Reinvestment Group
1525 West W. T. Harris Boulevard, 3C3
Charlotte, North Carolina 28288-1153
(800) 829-8432
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Any person or entity currently a registered holder of Common Stock is
eligible to participate in the Plan ("Eligible Participants"). In order to be
eligible to participate, beneficial owners of shares of Common Stock whose
shares are registered in names other than their own (for example, shares
registered in the name of a broker, bank nominee or trustee) must either have
the shares they wish to enroll in the Plan transferred to their own names or
arrange for the holder of record to join the Plan.
6. HOW DOES AN ELIGIBLE PARTICIPANT PARTICIPATE?
An Eligible Participant may join the Plan by completing and signing an
Authorization Card and returning it to the Bank. When completing the
Authorization Card, an Eligible Participant should be careful to include his or
her social security number or taxpayer identification number. Failure to supply
this information will result in backup withholding of 31% of payments owed to a
Participant. Once enrolled in the Plan, Participants will continue to be
enrolled without further action on their part. Participants may change their
investment options at any time by completing, signing and returning to the bank
a new Authorization Card. If a Participant's shares are registered in more than
one name (e.g., joint tenants, trustees, etc.), all registered owners must sign
the Authorization Card exactly as their names appear on the account
registration.
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Additional Authorization Cards and additional copies of this Prospectus
may be obtained at any time by written request to the Bank at the address set
forth in Question 4 above.
7. WHEN MAY AN ELIGIBLE PARTICIPANT JOIN THE PLAN?
An Eligible Participant may join the Plan at any time.
Reinvestment of dividends commences, for any stockholder electing such
option, with the first dividend paid after such stockholder joins the Plan,
provided that an Authorization Card is received for such participant by the Bank
before the record date for such dividend. If any Eligible Participant delivers
an Authorization Card specifying reinvestment of dividends paid on such holder's
shares of Common Stock to the Bank on or after the record date established for
payment of a particular dividend on the Common Stock, reinvestment will commence
with the dividend payment date following the next record date.
Since its initial public offering completed in June 1994, the Company has
declared and paid dividends as follows:
Declaration Date Record Date Payment Date
- - ---------------------- --------------------- -------------------
October 25, 1994 November 4, 1994 November 16, 1994
January 25, 1995 February 6, 1995 February 16, 1995
April 24, 1995 May 5, 1995 May 17, 1995
July 25, 1995 August 4, 1995 August 16, 1995
October 31, 1995 November 10, 1995 November 22, 1995
January 30, 1996 February 9, 1996 February 21, 1996
April 30, 1996 May 8, 1996 May 22, 1996
June 3, 1996 August 9, 1996 August 21, 1996
November 4, 1996 November 14, 1996 November 22, 1996
February 4, 1997 February 14, 1996 February 21, 1997
April 29, 1997 May 9, 1997 May 21, 1997
July 29, 1997 August 8, 1997 August 20, 1997
November 4, 1997 November 14, 1997 November 21, 1997
January 26, 1998 February 5, 1998 February 18, 1998
See Question 13 below for information concerning the investment of Optional
Cash Payments.
8. WHAT DOES THE AUTHORIZATION CARD SAY ABOUT DIVIDENDS AND OPTIONAL CASH
PAYMENTS?
The Authorization Card allows each Eligible Stockholder to decide the
extent to which he or she wishes to participate in the Plan through any of the
following investment options:
(a) FULL DIVIDEND REINVESTMENT. If the "Full Dividend Reinvestment" box is
checked, the Bank will purchase additional shares of Common Stock for the
account of the Participant using (i) cash dividends on all shares of Common
Stock registered in the Participant's name, (ii) cash dividends on all shares of
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Common Stock credited to the Participant's Plan account, and (iii) any Optional
Cash Payments received from the Participant.
(b) PARTIAL DIVIDEND REINVESTMENT. If the "Partial Dividend Reinvestment"
box is checked, the Bank will purchase additional shares of Common Stock for the
account of the Participant using (i) cash dividends on such number of shares of
Common Stock as specified by the Participant on the Authorization Card, (ii)
cash dividends on all shares of Common Stock credited to the Participant's Plan
account, and (iii) any Optional Cash Payments received from the Participant.
(c) OPTIONAL CASH PAYMENTS ONLY. If the "Optional Cash Payments Only" box
is checked, the Bank will purchase additional shares of Common Stock for the
account of the Participant using only (i) Optional Cash Payments received from
the Participant and (ii) cash dividends on all shares credited to the
Participant's Plan account. Cash dividends on shares of Common Stock registered
in the Participant's name, other than in his or her Plan account, will be paid
to the Participant in the usual manner.
9. HOW MAY PARTICIPANTS CHANGE THEIR INVESTMENT OPTIONS?
A Participant may change his or her investment option at any time by
signing a new Authorization Card and returning it to the Bank. A change in
investment option will be effective on the next dividend payment date if the
Authorization Card is received by the Bank before the related dividend record
date. If the Authorization Card is received by the Bank on or after the related
dividend record date, the change will be effective on the dividend payment date
following the next record date.
COSTS
10. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PARTICIPATION IN
THE PLAN?
Participants incur no brokerage fees with respect to purchases under the
Plan, and the Company pays all other costs of administering the Plan.
If a stockholder's shares are registered in the name of a nominee or
broker, such nominee or broker may charge a commission or fee in connection with
purchases under the Plan. Any such commissions or fees will be the
responsibility of such stockholder.
If a Participant requests that the Bank sell shares credited to his or her
account under the Plan (as described at Question 18 below), the Participant may
have to pay brokerage commissions and transfer taxes in connection with such
sale.
PURCHASES
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR EACH PARTICIPANT?
The number of shares to be purchased for a Participant's account under the
Plan will depend upon the amount of the Participant's dividend being reinvested,
the amount of any Optional Cash Payments and the effective purchase price of the
Common Stock. Each Participant's account is credited with the number of shares,
including fractions computed to at least four decimal places, equal to the total
amount invested by him or her divided by the applicable purchase price.
12. AT WHAT PRICE AND WHEN WILL COMMON STOCK BE PURCHASED UNDER THE PLAN?
Shares purchased from the Company will be made for a Participant's account
effective as of the close of business on the dividend payment date. The price of
shares of Common Stock purchased under the Plan from the Company with reinvested
cash dividends will be 95% of the average high and low price for the Common
Stock on the New York Stock Exchange for the ten trading days immediately
preceding the
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dividend payment date. Shares of Common Stock purchased under the Plan from the
Company with Optional Cash Payments will have a purchase price equal to 100% of
the average high and low price for the Common Stock on the New York Stock
Exchange for the ten trading days immediately preceding the dividend payment
date.
If the Company does not elect to sell shares of Common Stock under the
Plan on a dividend payment date, the Bank will purchase shares of Common Stock
on such dividend payment date on any securities exchange where such shares are
traded, in the over-the-counter market or in negotiated transactions, on such
terms as the Bank may determine. If the dividend payment date does not fall on a
trading day, or the Bank cannot otherwise complete the purchases under the Plan
on such dividend payment date, open market purchases will be made as soon after
the dividend payment date as practicable. For such open market purchases, the
purchase price will be the weighted average price paid by the Bank for all
shares purchased by it for Participants with the proceeds of the cash dividend
and Optional Cash Payments being invested on the applicable dividend payment
date and, if necessary, promptly thereafter.
Since purchase prices for the Common Stock are established on the dates of
purchase, a stockholder loses any advantages otherwise available from being able
to select the timing of investments. Stockholders should recognize that neither
the Company nor the Bank can assure a profit or protect against a loss on shares
of Common Stock purchased under the Plan.
13. HOW ARE OPTIONAL CASH PAYMENTS MADE?
Optional Cash Payments may be made at any time and in varying amounts of
not less than $25 per payment nor more than $20,000 per calendar quarter. An
Eligible Participant may make an Optional Cash Payment when enrolling in the
Plan by enclosing a check (made payable to First Union National Bank of North
Carolina) with the Authorization Card. Thereafter, Optional Cash Payments may be
made through the use of Optional Cash Payment forms, which will be sent to
Participants by the Bank.
In the event a broker, bank nominee or trustee holds shares of a
beneficial owner in the name of a major securities depository, Optional Cash
Payments must be made on a Broker and Nominee Form (a "B&N Form"). The B&N Form
is the sole means by which a broker, bank nominee or trustee holding shares of a
beneficial owner in the name of a major securities depository may invest
Optional Cash Payments on behalf of such beneficial owner. In such a case, the
broker, bank nominee or trustee must use the B&N Form for transmitting Optional
Cash Payments on behalf of the beneficial owner. A B&N Form must be delivered to
the Bank each time that such broker, bank nominee or trustee transmits Optional
Cash Payments on behalf of a beneficial owner. B&N Forms will be furnished at
any time upon written request to the Bank.
Optional Cash Payments, like dividends, will be invested on the dividend
payment date (or promptly thereafter, as explained at Question 12). However,
only payments received at least five days prior to the applicable dividend
payment date will be invested on such dividend payment date. Optional Cash
Payments received thereafter will not be invested until the dividend payment
date following the next record date. NO INTEREST WILL BE PAID ON OPTIONAL CASH
PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A
PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE BANK AS CLOSE AS POSSIBLE
TO FIVE DAYS BEFORE THE DIVIDEND PAYMENT DATE. The same amount of money need not
be sent each quarter, and there is no obligation to make an Optional Cash
Payment each quarter. Optional Cash Payments will be refunded if a written
request for a refund is received by the Bank no later than two days prior to the
related dividend payment date.
AN ELIGIBLE PARTICIPANT MAY PARTICIPATE THROUGH THE INVESTMENT OF OPTIONAL
CASH PAYMENTS WITHOUT THE NECESSITY OF REINVESTING CASH DIVIDENDS BY CHECKING
THE "OPTIONAL CASH PAYMENTS ONLY" BOX ON THE AUTHORIZATION CARD. HOWEVER, EVEN
IF THE "OPTIONAL CASH PAYMENTS ONLY" BOX IS CHECKED, ALL DIVIDENDS PAYABLE ON
SHARES PURCHASED WITH OPTIONAL CASH PAYMENTS AND RETAINED IN THE PARTICIPANT'S
PLAN ACCOUNT WILL BE REINVESTED AUTOMATICALLY IN ADDITIONAL SHARES OF COMMON
STOCK.
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In the event that any check is returned unpaid for any reason, the Bank
will consider the request for investment null and void and shall immediately
remove from the Participant's account shares, if any, purchased upon credit of
such money. The Bank shall thereupon be entitled to sell such shares to satisfy
uncollected amounts. If the net proceeds of the sale of such shares are
insufficient to satisfy the balance of such uncollected amounts, the Bank shall
be entitled to sell such additional shares from the Participant's account as
needed to satisfy the uncollected balance.
REPORTS TO PARTICIPANTS
14. WHAT KIND OF REPORTS ARE SENT TO PARTICIPANTS IN THE PLAN?
Participants will be sent a quarterly statement of their accounts. These
statements of account will show any cash dividends and Optional Cash Payments
received, the number of shares purchased, the purchase price for the shares, the
number of Plan shares held for the Participant by the Bank, the number of
enrolled shares registered in the name of the Participant, and an accumulation
of the transactions for the calendar year to date. Quarterly statements will be
mailed as soon as practicable after each dividend payment date. These statements
are a Participant's continuing record of the cost of his or her purchases and
should be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Common Stock, including the Company's Annual Report, Notice
of Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by the Company.
DIVIDENDS
15. HOW ARE DIVIDENDS CREDITED TO PARTICIPANTS' ACCOUNTS UNDER THE PLAN?
On shares of Common Stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant's account and reinvested in additional shares of Common Stock. Cash
dividends also will be automatically reinvested on all shares that have been
purchased under the Plan and credited to a Participant's account; provided,
however, that no dividends will be earned on such shares purchased under the
Plan until the dividend payment for the first dividend record date that follows
the date of purchase of such shares. On shares of Common Stock for which a
Participant has not directed that dividends be reinvested and on shares owned by
stockholders who are not participating in the Plan, cash dividends, if and as
declared, will be received by them by check as usual.
16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes. Account balances will be computed to at least four decimal places and
dividends will be paid on the fractional shares.
CERTIFICATES FOR SHARES
17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. Shares will be held in the name of
the Bank or its nominees. The number of shares credited to a Participant's
account under the Plan will be shown on his or her statement of account.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a Participant.
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The remaining whole shares and fractions of shares, if any, will continue
to be credited to the Participant's account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant's account, will
not constitute a termination of participation in the Plan by the Participant.
Certificates for fractional shares are not issued under any circumstances.
SALE OR OTHER DISPOSITION OF PLAN SHARES
18. HOW MAY A PARTICIPANT SELL, PLEDGE OR ASSIGN SHARES HELD IN THE PLAN?
A Participant who desires to sell shares of Common Stock in a Plan account
must request that certificates for such shares be issued in the Participant's
name or, as an alternative, may request the Bank to sell whole shares credited
to his or her account under the Plan. If a Participant requests that the Bank
sell shares credited to his or her Plan account, the Bank will use its best
efforts to make the sale in the open market within 10 trading days after receipt
of the written request, and the Participant will receive the proceeds of the
sale minus any brokerage commissions and transfer taxes. No Participant has the
authority or power to direct the date or sale price at which the Common Stock
may be sold by the Bank under this alternative.
Any written instructions that do not clearly indicate the whole number of
shares to be sold, or that "all" Plan shares are to be sold, will be returned to
the Participant with no action taken.
A Participant who wishes to sell some or all of his or her shares in the
Plan should be aware of the risk that the price of the Common Stock may decrease
between the time that the Participant determines to sell shares in the Plan and
the time that the sale is completed. This risk is borne solely by the
Participant. No check for the proceeds of such sale will be mailed prior to the
settlement of funds from the brokerage firm through which shares in the Plan are
sold. Settlement is normally three business days after the sale of the shares.
All information relating to the sale of shares in the Plan will be
reported to the Internal Revenue Service pursuant to applicable legal
requirements.
A Participant may not pledge or assign shares credited to a Plan account.
Any such purported pledge or assignment will be void. If a Participant wants to
pledge or assign such shares, the Participant must request that a certificate
for such shares be issued in the Participant's name.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
19. HOW MAY A PARTICIPANT WITHDRAW SHARES FROM A PLAN ACCOUNT?
A Participant may at any time withdraw all or any portion of the full
shares of Common Stock held in the Participant's account. A request for
withdrawal should be in writing and sent to the Bank. Certificates for the full
shares so withdrawn will be issued in the name of and mailed to the Participant.
Any fractional share interest will be liquidated and a check for the market
value of the fractional share interest (without deducting any expense or
commission) will be mailed to the Participant. See Question 18 above for a
discussion of how a Participant may sell shares in his or her Plan account
through the Bank rather than first withdrawing shares from the Plan and then
selling them on the open market through a broker.
TERMINATION OF PARTICIPATION
20. WHEN AND HOW MAY PARTICIPATION IN THE PLAN BE TERMINATED?
A Participant may terminate participation in the Plan by written notice to
the Bank. When a Participant terminates his or her participation in the Plan (or
upon termination of the Plan by the Company), certificates
10
<PAGE>
for whole shares in his or her account under the Plan are issued and a cash
payment is made for any fraction of a share in such account.
If the written termination notice is received by the Bank before the
record date for a dividend, the termination will be duly processed and such
dividend will not be reinvested on the next dividend payment date. Any written
notice of termination received after a dividend record date will not be
effective until dividends for such record date have been invested and the shares
have been allocated to the account of the respective Participant. After such
dividends are invested and allocated to the Participants' accounts, termination
requests will be processed. Allocations may take up to two weeks after dividend
payment. Neither the Bank nor the Company is responsible for losses during such
periods. Any optional cash payment received by the Bank prior to the receipt of
a termination notice will be invested in shares of Common Stock unless the
Participant expressly requests in writing that the Optional Cash Payment be
returned and the Bank receives the Participant's written request two days before
the applicable dividend payment date.
A Participant may re-enroll in the Plan at any time by submitting an
Authorization Card as described in Question 6.
21. MAY A PARTICIPANT TERMINATE THE REINVESTMENT OF DIVIDENDS ON SHARES HELD IN
HIS OR HER NAME AND STILL REMAIN IN THE PLAN?
Yes. A Participant who terminates the reinvestment of dividends paid on
shares registered in his or her name may leave in the Plan the shares previously
purchased for his or her account in the Plan. Dividends paid on shares left in
the Plan continue to be reinvested automatically for his or her account.
THE CONSEQUENCES OF PARTICIPATION IN THE PLAN
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the purchase of shares of Common Stock under the Plan
generally will result in the following federal income tax consequences:
(a) Any amounts representing foregone distributions from the Company that
are invested through the Plan will be taxed in the same manner as though they
had been received in cash. The Company's distributions to stockholders
constitute "dividends" for federal income tax purposes up to the amount of the
Company's positive current and accumulated earnings and profits and, to that
extent, will be taxable as ordinary income (unless designated as "capital gain"
dividend pursuant to applicable Code rules). To the extent that the Company
makes a distribution in excess of such earnings and profits, the distribution
will be treated first as a tax-free return of capital, reducing the tax basis in
the stockholders's Common Stock, and then the distribution in excess of such
basis will be taxable as a gain realized from the sale of the stockholder's
Common Stock. These same tax consequences will apply where a stockholder's
distributions are used to purchase additional Common Stock pursuant to the Plan.
Therefore, the full amount of cash distributions reinvested under the Plan plus
the 5% purchase discount on such reinvested distributions will be taxed as
outlined above. In addition, the amount of any brokerage commissions, mark-ups,
and other fees or expenses incurred by the Company on behalf of a participating
stockholder in connection with purchases on the open market, whether as
reinvested distributions or Optional Cash Payments, also will be considered to
be taxed as outlined above.
(b) Distributions paid to corporate stockholders, including amounts
taxable as dividends to corporate stockholders under (a) above, will not be
eligible for the corporate dividends-received deduction under the Code.
(c) A stockholder's tax basis in additional shares of Common Stock
acquired under the Plan with reinvested distributions will be equal to the fair
market value of such shares as of the date of the distribution.
11
<PAGE>
A stockholder's tax basis in additional shares of Common Stock acquired under
the Plan with optional cash payments will be equal to the amount of the Optional
Cash Payments plus the excess, if any, of the fair market value of the shares,
on the date such shares were acquired, over the amount of such Optional Cash
Payments. The stockholder's holding period for shares of Common Stock acquired
with reinvested distributions generally will commence on the day after the
distribution payment date. If, however, the shares are acquired with Optional
Cash Payments or are purchased with reinvested distributions in the open market,
the holding period will commence on the day following the date of purchase.
(d) A stockholder will not realize any taxable income upon the receipt of
a certificate for full shares credited to the stockholder's account. A
stockholder, however, will recognize gain or loss when the stockholder sells or
exchanges shares received from the Plan or when a fractional share interest is
liquidated. Such gain or loss will equal the difference between the amount that
the stockholder receives for such fractional share interest or such shares and
the tax basis therefor.
In the case of participating stockholders whose distributions are subject
to withholding of federal income tax, distributions will be reinvested less the
amount of tax required to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequence of participation in the Plan. Stockholders should consult
their own tax advisers regarding the federal and state income tax consequences
(including the effects of any changes in law) of their individual participation
in the Plan.
OTHER INFORMATION
23. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME OTHER THAN SHARES UNDER THE PLAN?
If a Participant disposes of all of the shares of Common Stock registered
in his or her name other than shares purchased for the Participant's account
under the Plan, the Bank, until it is otherwise instructed, continues to
reinvest the dividends on the shares of Common Stock in the Participant's Plan
account. In the event of a Participant's death or incapacity, the personal
representative of his or her estate may provide the Bank with a written request
of withdrawal of the Participant's Plan shares. The Company reserves the right
not to reinvest any additional dividends if a Participant has only a fractional
share of stock credited to his or her account under the Plan on the record date
for any cash dividend on the Common Stock. If the Company exercises this right,
the Participant will receive a cash adjustment representing the fractional share
and a cash payment for the dividend. The cash payment for the fractional share
will be based on the closing price of the Common Stock on the New York Stock
Exchange on the date on which the Company exercises this right.
24. WHAT HAPPENS IN THE EVENT OF A STOCK DIVIDEND, STOCK SPLIT OR RIGHTS
OFFERING?
Any shares representing stock dividends (payable in Common Stock) or stock
splits distributed by the Company on shares of Common Stock credited to the
account of a Participant under the Plan will be added to the Participant's
account. Shares representing stock dividends payable other than in Common Stock
on shares of Common Stock credited to the account of a Participant under the
Plan shall be paid to the Bank, which shall distribute the shares in accordance
with the interests of Participants in the Plan. Shares representing stock
dividends or split shares distributed on shares registered in the name of the
Participant will be mailed directly to such Participant in the same manner as to
stockholders who are not participating in the Plan.
If the Company makes available rights or warrants to purchase additional
Company shares or other securities, such rights or warrants will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their accounts on the record
date established for determining the stockholders entitled to such rights or
warrants.
12
<PAGE>
25. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A STOCKHOLDERS' MEETING?
All shares in a Plan account will be added to the shares registered in the
Participant's name on the stockholder records of the Company and the Participant
will receive one proxy for all such shares which proxy will be voted as the
Participant directs or the Participant may vote all shares in person at the
stockholders' meeting.
26. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE BANK UNDER THE PLAN?
Neither the Company nor the Bank will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of a failure to terminate a Participant's
account upon such Participant's death or adjudicated incompetency prior to the
receipt of notice in writing of such death or adjudicated incompetency, the
prices at which shares are purchased for the Participant's account, the times
when purchases are made or fluctuations in the market value of the Common Stock.
Neither the Company nor the Bank has any duties, responsibilities or liabilities
except those expressly set forth in the Plan.
STOCKHOLDERS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE BANK CAN
ASSURE A PROFIT OR PROTECT AGAINST LOSS ON THE SHARES PURCHASED UNDER THE PLAN.
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Although the Plan is intended to continue indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. The Company
also reserves the right to make modifications to the Plan. Notice of such
suspension, termination, or modification will be sent to all Participants.
The Company intends to use its best efforts to maintain the effectiveness
of the Registration Statement filed with the Commission covering the offer and
sale of Common Stock under the Plan. However, the Company has no obligation to
offer, issue or sell Common Stock under the Plan if, at the time of the offer,
issuance or sale, such Registration Statement is for any reason not effective.
Also, the Company may elect not to offer or sell Common Stock under the Plan to
stockholders residing in any jurisdiction or foreign country where, in the
judgment of the Company, the burden or expense of compliance with applicable
blue sky or securities laws makes such offer or sale there impracticable or
inadvisable. In any of these circumstances, dividends, if and as declared, will
be paid in the usual manner to the stockholders and any Optional Cash Payments
received from such stockholder will be returned to him or her.
RESALE RESTRICTIONS
28. ARE THERE ANY RESTRICTIONS ON THE RESALE OF COMMON STOCK ACQUIRED UNDER THE
PLAN?
Employees who are not "affiliates" of the Company are free to sell at any
time the Common Stock acquired under the Plan. Employees who are "affiliates" of
the Company, as that term is defined in Rule 405 promulgated by the Commission
under the Securities Act, may not publicly re-offer shares acquired under the
Plan except pursuant to Rule 144 of the Commission or pursuant to an effective
registration statement. Rule 405 defines an "affiliate" as a person who
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the Company. Directors and certain
officers of the Company may be "affiliates" of the Company under this
definition.
Directors and certain executive officers of the Company participating in
the Plan are also subject to the reporting obligation of Section 16(a) and the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act with
respect to purchases of the Common Stock made under the Plan with optional cash
payments. Although such directors and officers are not subject to the
short-swing profit recovery provisions
13
<PAGE>
of Section 16(b) of the Exchange Act with respect to purchases of Common Stock
made under the Plan with reinvested dividends, such purchases must be disclosed
on annual reports filed pursuant to Section 16(a) of the Exchange Act.
LIMITATIONS ON PARTICIPATION
29. ARE THERE LIMITATIONS ON PARTICIPATION IN THE PLAN OTHER THAN THOSE
DESCRIBED ABOVE?
The Company reserves the right to limit participation in the Plan for any
reason, even if a stockholder is otherwise eligible to participate. In order to
enable the Company to meet one of the requirements for continued qualification
as a real estate investment trust, the Company's Articles of Incorporation limit
ownership by any one person to no more than 9.8% of the Company's outstanding
capital stock. No stockholder may acquire any shares pursuant to the Plan that
exceed this limit. Some stockholders may be residents of jurisdictions in which
the Company determines that it may not legally or economically offer its shares
under the Plan, and accordingly residents of such jurisdictions may be precluded
from participating in the Plan. The Company has no present plans to limit
participation in the Plan by any stockholder of record for reasons other that
those set forth above, but it reserves such right in the event that it
determines in its sole discretion that such limitation may be in the best
interests of the Company.
USE OF PROCEEDS
The Company intends to use proceeds from the sale of its Common Stock for
general corporate purposes, including repayment of indebtedness, investment in
new properties and new developments, and maintenance of currently owned
property. The Company has no basis for estimating either the number of shares of
Common Stock that ultimately will be sold pursuant to the Plan or the prices at
which such shares will be sold.
COMMON STOCK
Holders of the Common Stock of the Company are entitled to share equally,
share for share, in dividends payable in cash, stock or other property, as and
if declared by the Company's Board of Directors. In the event of any
liquidation, dissolution or winding-up, the holders of the Common Stock are
entitled to receive, on a share for share basis, any assets or funds of the
Company that are distributable to its holders of Common Stock upon such events.
Holders of Common Stock are entitled to one vote for each share held on all
matters voted upon by stockholders. Holders of Common Stock are not entitled to
preemptive rights or to cumulative voting rights. The shares of Common Stock
issued or to be issued upon receipt of payment therefor by the Company in
accordance with the terms set forth in the Plan will be validly issued, fully
paid and non-assessable.
The Company's Articles of Incorporation provide that no stockholder may
beneficially own more than 9.8% of the Company's outstanding capital stock. Any
attempted transfer or acquisition of capital stock that would create a direct or
indirect ownership of capital stock in excess of this limit or otherwise result
in disqualification of the Company as a real estate investment trust will be
null and void. The Company's Articles of Incorporation provide that capital
stock subject to this limitation is subject to various rights of the Company to
enforce the ownership limitation, including conversion of the shares into
nonvoting stock and transfer to a trust. The above summary of the ownership
limitation is qualified in its entirety by reference to the Company's Articles
of Incorporation, as amended from time to time. The Company reserves the right
to invalidate any purchases made under the Plan that, in the Company's sole
discretion, may violate the ownership limit.
14
<PAGE>
COMMON STOCK PRICE
The Common Stock is listed on the New York Stock Exchange under the symbol
"HIW." On April 28, 1998, the last reported sale price of the Company's Common
Stock on the New York Stock Exchange was $33.50.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Company's officers and directors are and will be indemnified against
certain liabilities in accordance with the Maryland General Corporation Law
("MGCL"), the Articles of Incorporation and bylaws of the Company and the
partnership agreement of Highwoods/Forsyth Limited Partnership (the "Operating
Partnership"). The Articles of Incorporation require the Company to indemnify
its directors and officers to the fullest extent permitted from time to time by
the MGCL. The MGCL permits a corporation to indemnify its directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that the act or omission of the director or
officer was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty, or
the director or officer actually received an improper personal benefit in money,
property or services, or in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was lawful.
The partnership agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors to the same extent
indemnification is provided to officers and directors of the Company in its
Articles of Incorporation and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, 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.
EXPERTS
The consolidated financial statements and schedule of Highwoods
Properties, Inc., incorporated herein by reference from the Company's annual
report (Form 10-K) for the year ended December 31, 1997 (as amended on Form
10-K/A filed on April 29, 1998); the statements of revenue and certain expenses
of Anderson Properties, Inc. and Century Center Group incorporated herein by
reference from the Company's current report on Form 8-K dated January 9, 1997
(as amended on Forms 8-K/A filed on February 7, 1997, March 10, 1997 and April
28, 1998); and the statements of revenue and certain expenses of Shelton
Properties, Riparius Properties, and Winners Circle incorporated herein by
reference from the Company's Current Report on Form 8-K dated November 17, 1997,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.
The combined statement of revenue and certain operating expenses of the
Associated Capital Properties Portfolio for the year ended December 31, 1996,
and the combined statement of revenue and certain operating expenses of the 1997
Pending Acquisitions for the year ended December 31, 1996, incorporated by
reference herein from the Company's current reports on Form 8-K dated August 27,
1997 (as amended on Form 8-K/A filed September 23, 1997) and dated October 1,
1997, have been so incorporated in reliance
15
<PAGE>
upon the reports of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby and the
statements in this Prospectus under the caption "Description of the Dividend
Reinvestment and Stock Purchase Plan - Tax Consequences of Participation in the
Plan" have been passed upon for the Company by Alston & Bird LLP, Raleigh, North
Carolina.
16
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES COVERED BY THIS
PROSPECTUS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
THE COMPANY 4
DESCRIPTION OF THE DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN 4
PURPOSE 4
ADVANTAGES TO PARTICIPANTS 4
ADMINISTRATION 5
PARTICIPATION 5
COSTS 7
PURCHASES 7
REPORTS TO PARTICIPANTS 9
DIVIDENDS 9
CERTIFICATES FOR SHARES 9
SALE OR OTHER DISPOSITION OF
PLAN SHARES 10
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS 10
TERMINATION OF PARTICIPATION 10
THE CONSEQUENCES OF PARTICIPATION
IN THE PLAN 11
OTHER INFORMATION 12
LIMITATIONS 14
USE OF PROCEEDS 14
COMMON STOCK 14
COMMON STOCK PRICE 15
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 15
EXPERTS 15
LEGAL MATTERS 16
HIGHWOODS
PROPERTIES, INC.
2,034,596 SHARES OF
COMMON STOCK
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
PROSPECTUS
MAY 4, 1998
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table itemizes the estimated expenses incurred by the Company
in connection with the offering of the shares of the Common Stock registered
hereby.
<TABLE>
<CAPTION>
Item Amount
- - ---- ------
<S> <C>
Registration fee - Securities and Exchange Commission $ 20,304
New York Stock Exchange listing fee 7,000
Printing and duplicating expenses 12,500
Legal fees and expenses (other than blue sky) 12,500
Accounting fees and expenses 2,500
Blue sky fees and expenses 1,500
Miscellaneous expenses 3,696
--------
Total $ 60,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's officers and directors are and will be indemnified against
certain liabilities in accordance with the Maryland General Corporation law
("MGCL"), the Articles of Incorporation and bylaws of the Company and the
partnership agreement of Highwoods/Forsyth Limited Partnership (the "Operating
Partnership"). The Articles of Incorporation require the Company to indemnify
its directors and officers to the fullest extent permitted from time to time by
the MGCL. The MGCL permits a corporation to indemnify its directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that the act or omission of the director or
officer was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty, or
the director or officer actually received an improper personal benefit in money,
property or services, or in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
The partnership agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors to the same extent
indemnification is provided to officers and directors of the Company in its
Articles of Incorporation and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<PAGE>
ITEM 16. EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- - ----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Registrant. (1)
4.2 Amended and Restated Bylaws of Registrant. (2)
4.3 Specimen of Common Stock Certificate (2)
5.1 Opinion of Alston & Bird LLP regarding the legality of the shares of Common Stock being registered
8.1 Opinion of Alston & Bird LLP regarding tax matters
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Alston & Bird LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereof)
</TABLE>
(1) Filed as part of the Company's Current Report on September 25, 1997 and
amended by articles supplementary filed as part of the Company's Current
Reports on Form 8-K dated October 4, 1997, and on Form 8-K dated April 20,
1998, each of which is incorporated herein by reference.
(2) Filed as part of Registration Statement 33-76952 with the Securities and
Exchange Commission and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section l0(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(li) shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on April 27, 1998.
HIGHWOODS PROPERTIES, INC.
By: /s/ RONALD P. GIBSON
-------------------------------
RONALD P. GIBSON, PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Highwoods Properties, Inc. hereby severally constitute Ronald P.
Gibson and Carman J. Liuzzo and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Highwoods Properties, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signature as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ O. TEMPLE SLOAN, JR. Chairman of the Board of Directors April 27, 1998
- - -----------------------------------
O. TEMPLE SLOAN, JR.
/s/ RONALD P. GIBSON President, Chief Executive Officer April 27, 1998
- - ----------------------------------- and Director
RONALD P. GIBSON
/s/ JOHN L. TURNER Chief Investment Officer and Vice April 27, 1998
- - ----------------------------------- Chairman of the Board of Directors
JOHN L. TURNER
/s/ JOHN W. EAKIN Senior Vice President and Director April 27, 1998
- - -----------------------------------
JOHN W. EAKIN
/s/ GENE H. ANDERSON Senior Vice President and Director April 27, 1998
- - -----------------------------------
GENE H. ANDERSON
/s/ WILLIAM T. WILSON, III Director April 27, 1998
- - -----------------------------------
WILLIAM T. WILSON, III
/s/ THOMAS W. ADLER Director April 27, 1998
- - -----------------------------------
THOMAS W. ADLER
/s/ WILLIAM E. GRAHAM Director April 27, 1998
- - ----------------------------------
WILLIAM E. GRAHAM
<PAGE>
/s/ L. GLENN ORR, JR. Director April 27, 1998
- - -----------------------------------
L. GLENN ORR, JR.
/s/ STEPHEN TIMKO Director April 27, 1998
- - -----------------------------------
STEPHEN TIMKO
/s/ WILLARD H. SMITH, JR Director April 27, 1998
- - -----------------------------------
WILLARD H. SMITH, JR.
/s/ CARMAN J. LIUZZO Vice President, Chief Financial April 27, 1998
- - ----------------------------------- Officer and Treasurer
CARMAN J. LIUZZO (Principal Accounting Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- - ----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Registrant (1)
4.2 Amended and Restated Bylaws of Registrant (2)
4.3 Specimen of Common Stock Certificate (2)
5.1 Opinion of Alston & Bird LLP regarding the legality of the shares of Common Stock being registered
8.1 Opinion of Alston & Bird LLP regarding certain federal tax matters
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Alston & Bird LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereof)
</TABLE>
(1) Filed as part of the Company's Current Report on September 25, 1997 and
amended by articles supplementary filed as part of the Company's Current
Reports on Form 8-K dated October 4, 1997, and on Form 8-K dated April 20,
1998, each of which is incorporated herein by reference.
(2) Filed as part of Registration Statement 33-76952 with the Securities and
Exchange Commission and incorporated herein by reference.
<PAGE>
May 1, 1998
Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Carolina 27604
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of 2,000,000 shares
(the "Shares") of common stock, par value $.01 per share, of Highwoods
Properties, Inc., a Maryland corporation (the "Company").
We have reviewed such documents and considered such matters of law and fact as
we, in our professional judgment, have deemed appropriate to render the opinions
contained herein. Where we have considered it appropriate, as to certain facts
we have relied, without investigation or analysis of any underlying data
contained therein, upon certificates of officers or other appropriate
representatives of the Company.
We express no opinion concerning any matter respecting or affected by any laws
other than laws that a lawyer in North Carolina exercising customary
professional diligence would reasonably recognize as being directly applicable
to the Company.
Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, we are of the opinion that when the Shares
have been issued in accordance with the terms of the Prospectus, the Shares will
be legally issued, fully paid and non-assessable shares.
The foregoing assumes that all requisite steps will be taken to comply with the
requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
This opinion letter is delivered solely for your benefit in connection with the
registration of the Shares under the Securities Act and may not be used or
relied upon by any other person or for any other purpose without our prior
written consent in each instance. Our opinions expressed herein are as of the
date hereof, and we undertake no obligation to advise you of any changes in
applicable law or any other matters that may come to our attention after the
date hereof that may affect our opinions expressed herein.
<PAGE>
We 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 Prospectus.
Very truly yours,
ALSTON & BIRD LLP
/S/ Robert H. Bergdolt
----------------------------
Robert H. Bergdolt, Partner
<PAGE>
EXHIBIT 8.1
May 1, 1998
Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Caroilna 27604
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of 2,000,000 shares
(the "Shares") of common stock, par value $.01 per share, of Highwoods
Properties, Inc., a Maryland corporation (the "Company").
We have reviewed such documents and considered such matters of law and fact as
we, in our professional judgment, have deemed appropriate to render the opinions
contained herein. Where we have considered it appropriate, as to certain facts
we have relied, without investigation or analysis of any underlying data
contained therein, upon certificates of officers or other appropriate
representatives of the Company.
We express no opinion concerning any matter respecting or affected by any laws
other than laws that a lawyer in North Carolina exercising customary
professional diligence would reasonably recognize as being directly applicable
to the Company.
Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, we are of the opinion that the information
in the prospectus included in the Registration Statement regarding the federal
income tax consequences of participation in the Plan (as defined in the
prospectus), to the extent it constitutes matters of law or legal conclusions,
is correct in all material respects.
This opinion letter is delivered solely for your benefit in connection
with the registration of the Shares under the Securities Act and may not
be used or relied upon by any other person or for any other purpose
without our prior written consent in each instance. Our opinion
expressed herein is as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other
matters that may come to our attention after the date hereof that may
affect our opinions expressed herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
ALSTON & BIRD LLP
/S/ ALSTON & BIRD, LLP
- - ------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related prospectus of Highwoods Properties, Inc.
(Form S-3 No. 33-_______) for the registration of 2,034,596 shares of its
common stock. We also consent to the incorporation by reference therein of our
reports (a) dated February 20, 1998, with respect to the consolidated
financial statements and schedule of Highwoods Properties, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997 (as
amended on Form 10-K/A dated April 29, 1998); (b) dated January 24, 1997 and
January 25, 1997 with respect to the Combined Statements of Revenues and
Certain Expenses of Century Center and Anderson Properties, respectively,
included in Highwoods Properties, Inc.'s Current Report of Forms 8-K dated
January 9, 1997 (as amended on Form 8-K/A on February 7, 1997, March 10,
1997 and April 28, 1998), and (c) dated January 16, 1998 with respect to the
Combined Statements of Revenues and Certain Expenses of Riparius Properties and
Shelton Properties and the Statement of Revenues and Certain Expenses of Winners
Circle for the year ended December 31, 1996 included in the Current Report on
form 8-K of Highwoods Properties, Inc. dated November 17, 1997, all filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
April 29, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-_____) of our reports dated September 12, 1997,
on our audits of the combined statement of revenues and certain operating
expenses of the Associated Capital Properties Portfolio for the year ended
December 31, 1996, and the combined statement of revenues and certain
operating expenses of the 1997 Pending Acquisitions for the year ended
December 31, 1996, which reports are included in the Forms 8-K of Highwoods
Properties, Inc. dated August 27, 1997 (as amended on September 23, 1997)
and October 1, 1997. We also consent to the reference to our firm under the
caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Memphis, Tennessee
April 29, 1998
