SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): 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)
<PAGE>
ITEM 5. OTHER EVENTS.
The Operating Partnership intends to commence the offering of
$100,000,000 % Notes due December 1, 2003 and $100,000,000 % Notes
due December 1, 2006 (collectively, the "Notes") on or about November 15, 1996.
The Notes will be issued under an indenture between the Registrant
and the trustee, First Union National Bank of North Carolina (the "Indenture").
A statement of eligibility of trustee on Form T-1 is filed as an exhibit hereto.
The prospectus relating to the sale of the Notes incorporates by
reference certain audited financial statements. The consents from the
independent auditors to such incorporation by reference are filed as exhibits
hereto.
ITEM 7(C). EXHIBITS
Item Description
12 Statement re computation of ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Deloitte & Touche, LLP
25 Statement of eligibility of trustee on Form T-1
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HIGHWOODS/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 15, 1996
5
<PAGE>
EXHIBITS
Item Description
12 Statement re computation of ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Deloitte & Touche, LLP
25 Statement of eligibility of trustee
<PAGE>
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Earnings (1)(2)
Income (loss) from continuing operations..... $32,262 $28,934 $ 8,159 $ (155) $ (239) $ ($26)
Interest..................................... 12,715 18,101 4,955 5,185 5,059 3,909
Amortization of loan costs................... 1,255 1,619 738 -- -- --
Total Earnings............................... $46,232 $42,654 $13,852 $ 5,030 $4,820 $ 3,482
Fixed charges and preferred stock
dividends (2)
Interest..................................... $12,715 $12,101 $4,955 $ 5,185 $5,059 $ 3,482
Interest capitalized......................... 1,255 507 17 16 -- 487
Amortization of loan costs expensed.......... 1,946 1,619 738 -- -- --
Amortization of loan costs capitalized....... -- -- -- -- -- --
Total fixed charges.......................... $15,916 $14,227 $5,720 $ 5,201 $5,059 $ 4,395
Ratio of earnings to fixed charges........... 2.91 3.00 2.43 0.97 0.95 0.79
</TABLE>
(1) The calculation does not include amortization of previously capitalized
interest.
(2) To date no preferred stock has been issued.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Prospectus (the "Prospectus"), which Prospectus is a part of the
registration statement on Form S-3 (File No. 333-3890-01), of Highwoods/Forsyth
Limited Partnership relating to the sale of $100,000,000 _____% Notes due
December 1, 2003 and $100,000,000 _____% Notes due December 1, 2006. We also
consent to the incorporation by reference therein of our reports (a) dated
February 2, 1996 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, 1995 (as amended on Form 10-K/A
dated June 3, 1996 and June 18, 1996) and (b) dated January 16, 1996 with
respect to the audited Statement of Revenue and Certain Expenses of TBC
Parkway Plaza, Inc. for the year ended December 31, 1994, included in its
Current Report on Form 8-K dated December 18, 1995, (c) dated July 18,
1995 with respect to the Audited Combined Statement of Revenue and Certain
Expenses of the Acquired Properties for the year ended December 31, 1994,
included in its Current Report on Form 8-K dated July 12, 1995 (as amended on
Form 8-K/A on September 6, 1995 and June 3, 1996), (d) dated April 17, 1996
with respect to the combined audited financial statements and schedule of
Eakin & Smith for the year ended December 31, 1995 included in its Current
Report on Form 8-K/A dated April 1, 1996 as amended on June 3, 1996 and June
18, 1996 and (e) dated February 26, 1996 with respect to the audited
Historical Summary of Gross Income and Direct Operating Expenses for certain
properties owned by Towermarc Corporation for the year ended December 31,
1995 included in its Current Report on Form 8-K/A dated April 29, 1996 as
amended on June 3, 1996 and June 18, 1996, all filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Raleigh, North Carolina
November 14, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
of Highwoods/Forsyth Limited Partnership relating to the sale of $100,000,000
_____% Notes due December 1, 2003 and $100,000,000 _____% Notes due December
1, 2006 (the "Prospectus"), which Prospectus is a part of the registration
statement on Form S-3 (File No. 333-3890-01), of our report dated March
7, 1994 relating to the financial statements of AP Southeast Portfolio Partners,
L.P. which appears on page F-13 in the Form 8-K/A of Highwoods Properties, Inc.
dated April 29, 1996, as amended June 3, 1996 and June 18, 1996. We also consent
to the references to us under the heading "Experts" in the Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
November 13, 1996
<PAGE>
EXHIBIT 23.3
ACCOUNTANTS' CONSENT
THE BOARD OF DIRECTORS
HIGHWOODS PROPERTIES, INC.
We consent to the incorporation by reference in the Prospectus of
Highwoods/Forsyth Limited Partnership relating to the sale of $100,000,000
_____% Notes due December 1, 2003 and $100,000,000 _____% Notes due December
1, 2006 (the "Prospectus"), which Prospectus is a part of the registration
statement on Form S-3 (File No. 333-3890-01), of our report dated March 4, 1996,
with respect to the consolidated balance sheet of Crocker Realty Trust, Inc.
as of December 31, 1995 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
1995, and our report dated February 3, 1995 with respect to the balance sheets
of Crocker Realty Investors, Inc. as of December 31, 1994 and 1993, and the
related statements of operations, stockholders' equity and cash flows for the
years then ended, and our report dated February 23, 1995 with respect to the
balance sheet of Crocker & Sons, Inc. as of December 31, 1994, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended which reports appear in the Form 8-K/A of Highwoods Properties, Inc. dated
April 29, 1996, as amended on June 3, 1996 and June 18, 1996. We also consent to
the reference to our firm under the heading "Experts" in the Prospectus.
KMPG PEAT MARWICK LLP
Fort Lauderdale, Florida
November 14, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus of
Highwoods/Forsyth Limited Partnership relating to the sale of $100,000,000
Notes due December 1, 2003 and $100,000,000 Notes due December 1, 2006
(the "Prospectus"), which Prospectus is a part of the registration statement
on Form S-3 (File No. 333-3890-01), of our report dated February 21,
1995, with respect to the combined financial statements of Southeast
Realty Corp., AP Southeast Portfolio Partners, L.P. and AP Fontaine III
Partners, L.P. for the year ended December 31, 1994, and of our report dated
February 10, 1995, on the financial statements of AP Fontaine III Partners,
L.P. for the period from October 28, 1993 (date of inception) to December
31, 1993, which report appears in the Form 8-K/A of Highwoods Properties, Inc.
dated April 29, 1996, as amended on June 3, 1996 and June 18, 1996. We also
consent to the reference to our firm under the heading "Experts" in the
Prospectus.
DELOITTE & TOUCHE, LLP
Dallas, Texas
November 15, 1996
<PAGE>
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
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
<PAGE>
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)
2
<PAGE>
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.
3
<PAGE>
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.
4
<PAGE>
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.
5
<PAGE>
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
6
<PAGE>
