SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 1996
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
North Carolina
(State of Organization)
333-3890-01 56-1869557
(COMMISSION FILE NUMBER) (IRS Employer Identification No.)
3100 Smoketree Court, Suite 600 27604
Raleigh, North Carolina (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(919) 872-4924
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
By: Highwoods Properties, Inc., its general partner
By: /s/ Carman J. Liuzzo
Carman J. Liuzzo
Vice President and Chief Financial Officer
Date: November 20, 1996
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EXHIBITS
Item Description
25 Statement of eligibility of trustee
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)...X...
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of Trustee as specified in its charter)
230 SOUTH TRYON STREET, 9TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-1179 56-0900030
(Address of principal executive office) (Zip Code) (I.R.S. Employer
Identification No.)
Highwoods/Forsyth Limited Partnership
(Exact name of obligor as specified in its charter)
North Carolina 56-1869557
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Smoketree Court
Suite 600
Raleigh, NC 27604
(Address of principal executive offices) (Zip Code)
$100,000,000 % Notes due December 1, 2003
$100,000 000 % Notes due December 1, 2006
(Title of the indenture securities
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1. General information.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C. Federal
Reserve Bank of Richmond, Virginia. Federal Deposit Insurance
Corporation, Washington, D.C. Securities and Exchange
Commission, Division of Market Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor.
The obligor is not an affiliate of the Trustee. (See Note 2 on
Page 5)
3. Voting Securities of the Trustee.
The following information is furnished as to each class of
voting securities of the Trustee:
As of August 30, 1996
Column A Column B
Title of Class Amount Outstanding
Common Stock, par value $3.33-1/3 a share 270,469,128 shares
(See Note 1 on Page 5)
4. Trusteeships under other indentures.
The Trustee is not a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are outstanding.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Neither the Trustee nor any of the directors or executive
officers of the Trustee is a director, officer, partner, employee,
appointee or representative of the obligor or of any underwriter for
the obligor.
(See Note 2 on Page 5)
6. Voting securities of the Trustee owned by the obligor or its officials.
Voting securities of the Trustee owned by the obligor and its
directors, partners, executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
(See Notes 1 and 2 on Page 5)
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7. Voting securities of the Trustee owned by underwriters or their
officials.
Voting securities of the Trustee owned by any underwriter and
its directors, partners, and executive officers, taken as a group, do
not exceed one percent of the outstanding voting securities of the
Trustee.
(See Note 2 on Page 5)
8. Securities of the obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligation in default
does not exceed one percent of the outstanding securities of the
obligor.
(See Note 2 on Page 5)
9. Securities of underwriters owned or held by the Trustee.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of an underwriter
for the obligor.
(See Note 2 on Page 5)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default voting securities of a person, who,
to the knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor.
(See Note 2 on Page 5)
11. Ownership of holders by the Trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of a person who, to
the knowledge of Trustee, owns 50 percent or more of the voting
securities of the obligor. (See Note 2 on Page 5)
12. Indebtedness of the obligor to the Trustee.
<TABLE>
<CAPTION>
Nature of indebtedness Amount outstanding Date due
<S> <C> <C>
Revolving Loan $36,250,000 10/31/99
Mortgage Note $ 3,735,000 6/13/99
Mortgage Note $18,988,000 6/13/99
Mortgage Note $ 8,359,000 9/30/2000
Mortgage Note $ 5,250,000 1/31/2004
</TABLE>
13. Defaults by the obligor.
Not applicable.
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14. Affiliations with the underwriters.
No underwriter is an affiliate of the Trustee.
15. Foreign trustee.
Not applicable.
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect.
Incorporated to Exhibit (1) filed with Form T-1 Statement
included in Registration Statement No. 33-45946.
(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference to Exhibit (2) filed with Form T-1
Statement included in Registration Statement No. 33-45946.
(3) Authorization of the Trustee to exercise corporate trust
powers, if such authorization is not contained in the
documents specified in exhibits (1) and (2) above.
(4) By-Laws of the Trustee. Incorporated by reference to Exhibit
(4) filed with Form T-1 Statement included in Registration
Statement No. 33-45946.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 6 of this Form T-1
Statement.
(7) Report of condition of Trustee. Incorporated by reference to
Exhibit (7) filed with Form T-1 Statement included in
Registration Statement No. 33-45946
(8) Inapplicable.
(9) Inapplicable.
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NOTES
1. Since the Trustee is a member of First Union Corporation, a
bank holding company, all of the voting securities of the Trustee are
held by First Union Corporation. The securities of First Union
Corporation are described in Item 3.
2. Inasmuch as this Form T-1 is filed prior to the ascertainment
by the Trustee of all facts on which to base responsive answers to Items
2, 5, 6, 7, 8, 9, 10 and 11, the answers to said Items are based on
incomplete information. Items 2, 5, 6, 7, 8, 9, 10 and 11 may, however
by considered as correct unless amended by an amendment to this Form
T-1.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Charlotte, and State of North Carolina on the 15th day of November,
1996.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
BY: /s/ Pablo de la Canal
---------------------------------------------
Pablo de la Canal, Assistant Vice President
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in
connection with the proposed issuance by Highwoods/Forsyth Limited Partnership
of its $100,000,000 % Notes due December 1, 2003, and $100,000,000 % Notes
due December 1, 2006, First Union National Bank of North Carolina,
as the Trustee herein named, hereby consents that reports of examinations of
said Trustee by Federal, State, Territorial or District by such authorities to
the Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
BY: /s/ Daniel J. Ober
--------------------------------------------------
Daniel J. Ober, Vice President
Dated: November 15, 1996
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