RULE 424(B)(3)
SEC FILE NO: 333-61913
STICKER SUPPLEMENT DATED MARCH 10, 1999
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 10,506,097 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 8,249,206 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 2,936 2,936 0
Joseph Korsant
1985 Trust F/B/O Justin 2,936 2,936 0
Frederick Korsant
4501 Alexander Associates 144,392 8,155 0
(3)
ACP-JRL Partnership, Ltd. 577,537 577,537 0
(4)
Alfus Family Limited 47,661 47,661 0
Partnership
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
Mary R. Belser 475 475 0
Bennett Family Revocable 2,092 2,092 0
Trust
Geoffrey Beer 817 817 0
Karen Blakely 10,000 (5) 0 10,000
Brainard Holdings, Inc. 16,378 16,378 0
David C. Brown, Jr. 2,373 2,373 0
Thomas C. Brown 2,325 2,325 0
William A.M. Burden & Co., 36,634 36,634 0
L.P.
C&J Investing Partners 95 95 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
-------------------------- -------- ---------- --------
CMS Oakbrook Summit, L.P. 104 104 0
CMS Operating Real Estate 20,728 20,728 0
Properties II, L.P.
Carolina Capital 3,796 3,796 0
Corporation
P. Michael Caruso 11,507 11,507 0
CBR Associates, Inc. 5,640 5,640 0
Max C. Chapman 14,634 14,634 0
Charpat Properties 82,936 82,936 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 (6) 347,084 488,165
(7)
Jeff Dishner 815 815 0
John W. Eakin (8) (9) 328,504 (10) 322,391 0
(10)
Easlan Capital, Inc. 190 190 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 0
(12)
Jamile J. Francis, Jr. 2,325 2,325 0
Edward J. Fritsch (9) (13) 72,329 (14) 33,529 0
(14)
James R. Gates 835 835 0
<PAGE>
Gene Anderson Family 609,779 609,779 0
Partnership, L.P. (15)
Jeffery L. Gibbs 3,505 3,505 0
GT Investment Corporation 11,438 11,438 0
Ronald P. Gibson (8) (9) 191,248 (16) 139,124 0
(16)
Norman Goldbach 8,777 8,777 0
Jay and Patricia Goldberg 1,255 1,255 0
Robert Goldman 202,112 202,112 0
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 1,000 1,000 0
Methodist Church
Edward W. and Kathleen 1,535 1,535 0
Hayes
James R. Heistand (8) (9) 1,512,946 908,373(17) 852,575
(17)(18)
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 10,381 10,381 0
Charitable Remainder Trust
I
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 (19) 203,222 103,550
(19)
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
<PAGE>
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
John Kukral 24,016 24,016 0
L.B.M. Family Limited 40,683 40,683 0
Partnership
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
Laurich, Inc.(4) 5,800 5,800 0
Marmour Living Trust 26,820 26,820 0
Mary Sue McCarthy 10,000 (12) 10,000 0
(12)
Michael J. McCarthy 40,000 (12) 40,000 0
(12)
Stephen D. McCarthy 10,000 (12) 10,000 0
(12)
William J. McCarthy 10,000 (12) 10,000 0
(12)
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 4,000 4,000 0
Foundation, Inc.
Jack Nash 12,019 12,019 0
Newman Enterprises 12,366 12,366 0
Nuptaie Terminus Associates 2,325 2,325 0
The Nussbaum Family Trust 856 856 0
Dennis L. Olive 4,122 4,122 0
<PAGE>
L. Glenn Orr (20) 10,000 (21) 250 (22) 0
Paul S. Bennett Family 1,712 1,712 0
Trust
Peter Family Revocable 5,897 5,897 0
Trust
Alan Petroff 5,358 5,358 0
Graydon O. Pleasants 36,400 36,400 0
John S. Rainey 2,610 2,610 0
Robert M. Rainey 475 475 0
John S. Rainey, Trustee
u/w CS Rainey fbo 237 237 0
Mary R. Belser
John S. Rainey, Trustee 95 95 0
fbo Nancy R. Crowley
John S. Rainey, Trustee
u/w CS Rainey fbo 237 237 0
Nancy R. Crowley
John S. Rainey, Trustee
u/w CS Rainey fbo 237 237 0
Robert M. Rainey
John S. Rainey and
Mary R. Belser,
Trustees u/w CS Rainey fbo 237 237 0
John S. Rainey
W. Brian Reames (9) 177,838 (23) 183,244 (23)0
John E. Reece (9) 83,501(24) 71,251(24) 0
Michael Rubel 10,265 10,265 0
SECC Partners 75,881 5,941 0
SJ Company (25) 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) 513,599 (26) 342,893 (26)0
David Smith 52,720 1,485 0
Margaret Smith 52,720 1,485 0
<PAGE>
Mark C. Smith 39,522 39,522 0
Robert E. Smith 143,445 1,485 0
Thomas S. Smith (27) 266,580 (28) 16,216 (28) 0
Anne S. Sovey 475 475 0
L. Terrell Sovey 475 475 0
Stanley and Audri Tendler 7,811 7,811 0
Family Trust
Star Investors, GP 62,307 62,307 0
Starwood Capital Group I, 2,900 2,900 0
L.P.
Starwood Capital Group, 69,231 69,231 0
L.L.C.
Starwood Office Investors 4,015 4,015 0
I, Inc.
Starwood Opportunity Fund 1,055,711 1,055,711 0
IV, L.P.
Henry F. Stern 16,316 16,316 0
Barry Sternlicht 132,256 132,256 0
Stony Point Estates 6,883 6,883 0
Stony Point Limited 65,991 65,991 0
Partnership II
Jay Sugarman 3,548 3,548 0
The Springs Co. 45,968 45,968 0
Theresa Goldbach 258 258 0
Testamentary Trust
Stephen F. Thornton 10,677 10,677 0
Stephen Timko (3) (9) (20) 208,368 (29) 160,697 0
Triad Properties Holdings 145,258 145,258 0
Georgia, L.L.C.
Trust FBO Grant L. Wilson 32,894 1,456 0
Dated Aug. 2, 1976
Trust FBO Grant L. Wilson 61,850 1,213 0
Dated Dec. 17, 1984
Trust FBO Kirsten Wilson 32,893 1,456 0
Dated Aug. 2, 1976
Trust FBO Kirsten Wilson 61,851 1,213 0
Dated Dec. 17, 1984
Trust FBO Sara Wilson 32,893 1,456 0
Dated Oct. 13, 1976
Trust FBO Sara Wilson 61,850 1,213 0
Dated Dec. 17, 1984
<PAGE>
John L. Turner (8) (9) 470,341 (30) 434,541 0
(30)
Robert Turner 10,000 (5) 0 10,000
Harrison A. Underwood III 2,635 2,635 0
Mark Walsh 15,000 (5) 0 15,000
Glenn Weathers 5,344 5,344 0
Kenneth M. Weiss 223 223 0
Wendy's of North Alabama, 21,161 21,161 0
Inc.
The Westminster 1,000 1,000 0
Presbyterian Church
The Wharton School of the 2,623 2,623 0
University of Pennsylvania
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 0
(12)
William T. Wilson III 424,754 (31) 293,204 0
(9)(20) (31)
Kyle Woolfolk 4,302 4,302 0
Ziff Investors 230,954 230,954 0
Partnership, L.P. II ------- -
TOTAL 10,506,097 1,479,290
========== =========
- --------------------------------------------------------------------------------
(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) James R. Heistand, a director and executive officer, is the sole
shareholder of Laurich, Inc., which is the general partner of ACP-JRL
Partnership, Ltd.
<PAGE>
(5) Represents shares issuable upon exercise of Resale Warrants.
(6) Includes 28,769 shares of outstanding Common Stock and 488,165 shares
issuable upon exercise of Resale Warrants.
(7) Includes 28,769 shares of outstanding Common Stock.
(8) Director and executive officer.
(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 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, a director and executive officer, 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 583,337 shares issuable upon redemption of the Common Units
held by Laurich, Inc. and ACP-JRL Partnership, Ltd. in the respective
amounts of 5,800 and 577,537, both listed as Selling Securityholders.
(19) Includes 9,231 shares of outstanding Common Stock and 103,550 shares
issuable upon the exercise of Resale Warrants.
(20) Director.
(21) Includes 9,000 shares issuable upon exercise of currently exercisable
options and 250 shares of Common Stock.
(22) Represents shares of outstanding Common Stock.
(23) 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.
(24) 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.
(25) O. Temple Sloan, Jr., a general partner of SJ Company, is a director of
the Company.
<PAGE>
(26) 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.
(27) Thomas S. Smith is a former director and officer of the Company.
(28) 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.
(29) 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.
(30) 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.
(31) 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.
