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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from________to________
Commission file number 1-13100
HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Maryland 56-1871668
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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3100 Smoketree Court, Suite 600
Raleigh, N.C. 27604
(Address of principal executive offices) (Zip Code)
919-872-4924
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on
Title of Each Class Which Registered
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Common stock, $.01 par value...................................... New York Stock Exchange
8% Series B Cumulative Redeemable Preferred Shares ............... New York Stock Exchange
Depositary Shares Each Representing a 1/10 Fractional Interest in
an 8% Series D Cumulative Redeemable Preferred Share ............. New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of
this Form 10-K. [ ]
The aggregate market value of the shares of common stock held by
non-affiliates (based upon the closing sale price on the New York Stock
Exchange) on March 20, 2000 was $1,181,083,785. As of March 20, 2000, there
were 59,994,513 shares of common stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement in connection with its Annual
Meeting of Shareholders to be held May 24, 2000 are incorporated by reference
in Part III Items 10, 11, 12 and 13.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market Information and Dividends
The Common Stock has been traded on the New York Stock Exchange ("NYSE")
under the symbol "HIW" since the Company's initial public offering. The
following table sets forth the quarterly high and low sales prices per share
reported on the NYSE for the quarters indicated and the distributions paid per
share during such quarter.
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1999 1998
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Quarter
Ended: High Low Distribution High Low Distribution
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<S> <C> <C> <C> <C> <C> <C>
March 31 ............. $25.69 $ 22.25 $ .54 $ 37.44 $ 32.25 $ 0.51
June 30 .............. 27.69 22.75 .54 35.31 30.69 0.51
September 30 ......... 26.88 22.25 .555 32.93 23.00 0.54
December 31 .......... 25.63 20.25 .555 28.81 24.06 0.54
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On March 20, 2000, the last reported sale price of the Common Stock on the
NYSE was $21.00 per share and the Company had 1,359 stockholders of record.
The Company intends to continue to pay regular quarterly distributions to
holders of shares of Common Stock and holders of Common Units. Although the
Company intends to maintain its current distribution rate, future distributions
by the Company will be at the discretion of the Board of Directors and will
depend on the actual funds from operations of the Company, its financial
condition, capital requirements, the annual distribution requirements under the
REIT provisions of the Internal Revenue Code of 1986 and such other factors as
the Board of Directors deems relevant.
During 1999, the Company's distributions totaled $134,341,000, none of
which represented return of capital for financial statement purposes. The
minimum distribution per share of Common Stock required to maintain REIT status
was approximately $1.92 per share in 1999, $1.62 per share in 1998, $1.56 per
share in 1997 and $1.44 per share in 1996.
The Company has instituted a Dividend Reinvestment and Stock Purchase Plan
under which holders of Common Stock may elect to automatically reinvest their
distributions in additional shares of Common Stock and may make optional cash
payments for additional shares of Common Stock. The Company may issue
additional shares of Common Stock or repurchase Common Stock in the open market
for purposes of financing its obligations under the Dividend Reinvestment and
Stock Purchase Plan.
In August 1997, the Company instituted an Employee Stock Purchase Plan for
all active employees. At the end of each three-month offering period, each
participant's account balance is applied to acquire shares of Common Stock at
90% of the market value of the Common Stock, calculated as the lower of the
average closing price on the NYSE on the five consecutive days preceding the
first day of the quarter or the five days preceding the last day of the
quarter. A participant may not invest more than $7,500 per quarter. During
1999, employees purchased 29,214 shares of Common Stock under the Employee
Stock Purchase Plan.
SALES OF UNREGISTERED SECURITIES
During 1999, the Company issued an aggregate of 1,192,617 shares of Common
Stock in private offerings exempt from the registration requirements pursuant
to Section 4(2) of the Securities Act. Substantially all of these shares were
issued to holders of Common Units upon the redemption of such Common Units.
Each of these purchasers is an accredited investor under Rule 501 of the
Securities Act. The Company has registered the resale of such shares under the
Securities Act.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Raleigh, State of North Carolina, on May 16, 2000.
HIGHWOODS PROPERTIES, INC.
By: /s/ CARMAN J. LIUZZO
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Carman J. Liuzzo, Vice-President and
Chief Financial Officer
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