-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LerYEt6ChOWj/YqvV60tRtCU/fDZXq7ghokA6/ZF5pyBuwIxCKGyqdDXNboiQI10 sU69t+m87JP7MaJjLMTmRg== 0000950168-98-002911.txt : 19980903 0000950168-98-002911.hdr.sgml : 19980903 ACCESSION NUMBER: 0000950168-98-002911 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980902 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHWOODS PROPERTIES INC CENTRAL INDEX KEY: 0000921082 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561871668 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-43745 FILM NUMBER: 98703094 BUSINESS ADDRESS: STREET 1: 3100 SMOKETREE CT STREET 2: STE 600 CITY: RALEIGH STATE: NC ZIP: 27604 BUSINESS PHONE: 9198724924 MAIL ADDRESS: STREET 1: 3100 SMOKETREE COURT STREET 2: STE 600 CITY: RALEIGH STATE: NC ZIP: 27604 424B3 1 HIGHWOODS PROPERTIES, INC. 424B3 RULE 424(B)(3) SEC FILE NO: 333-43745 STICKER SUPPLEMENT DATED AUGUST 26, 1998 TO PROSPECTUS DATED FEBRUARY 10, 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 Supplement and the accompanying Prospectus relate to the offer and sale by the holders thereof from time to time of up to (i) 117,617 shares (the "Original Shares") of the Company's Common Stock; (ii) 2,972,524 shares (the "Redemption Shares") of Common Stock by which shares may be issued by the Company to the extent that holders of up to 2,972,524 Common Units exercise their right to redeem such Units and the Company elects to satisfy such redemption right through the issuance of Common Stock; (iii) 1,444,290 shares (the "Warrants Shares") of Common Stock issuable upon the exercise of up to 1,444,290 Warrants, which Warrants may be deemed to be held by affiliates of the Company; and (iv) 1,479,290 Warrants. The Company has agreed to indemnify the Selling Securityholders against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Selling Securityholders may be required to make in respect thereof. Insofar as indemnification of the Selling Securityholders for liabilities arising under the Securities Act may be permitted pursuant to such agreements, 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. Because the Selling Securityholders may offer all or some of the Securities, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Securities that will be held by the Selling Securityholders after completion of the offering, no estimate can be given as to the principal amount of the Securities that will be held by the Selling Securityholders after completion of the offering. The Selling Securityholders and any broker or dealer to or through whom any of the Securities are sold may be deemed to be underwriters within the meaning of the Securities Act with respect to the Securities offered hereby, and any profits realized by the Selling Securityholders or such brokers or dealers may be deemed to be underwriting commissions. Brokers' commissions and dealers' discounts, taxes and other selling expenses to be borne by the Selling Securityholders are not expected to exceed normal selling expenses for sales. The registration of the offering of the Securities by the Selling Securityholders under the Securities Act shall not be deemed an admission by the Selling Securityholders or the Company that the Selling Securityholders are underwriters for purposes of the Securities Act of any Securities offered under this Prospectus. The Securities offered by this Prospectus may be offered from time to time by the Selling Securityholders named below. The following table provides the name of each Selling Securityholder and the number of shares of Common Stock or Warrants beneficially owned and offered hereby by each Selling Securityholder. The number of shares of Common Stock provided in the following table includes the number of shares that may be acquired by each Selling Securityholder upon redemption of Units or upon exercise of Warrants. The Securities offered by this Prospectus may be offered from time to time by the Selling Securityholders named below:
Name of Selling Number of Shares Number of Shares Number of Number of Securityholder (1) of Common Stock of Common Stock Warrants Owned Warrants Offered Owned Prior to Offered Hereby Prior to Offering Hereby Offering ----------- ------------- ------------ ------------ ----------- James R. Heistand (2) 1,491,660 (3) 1,491,660 (3) 852,575 852,575 Allen C. De Olazarra (4) 835,350 (3) 835,350 (3) 488,165 488,165 Dale Johannes (4) 203,171 (3) 203,171 (3) 103,550 103,550 Karen Blakely NA NA 10,000 10,000 Mary L. Demetree 25,309 25,309 NA NA William G. Evans 1,539 1,539 NA NA Robert Turner NA NA 10,000 10,000 Mark Walsh NA NA 15,000 15,000 Jewish Communal Fund 11,391 11,391 NA NA 1985 Trust F/B/O Clate Joseph Korsant 1,431 1,431 NA NA 1985 Trust F/B/O Justin Frederick Korsant 1,431 1,431 NA NA James Bubb III 49 49 NA NA Dr. Gregory Beer 714 714 NA NA Geoffrey Beer 56 56 NA NA Geoffrey Boisi 1,276 1,276 NA NA Brainard Holdings, Inc. 7,978 7,978 NA NA Burden Direct Investment Fund I 14,268 14,268 NA NA Max C. Chapman 7,107 7,107 NA NA Jeff Dishner 54 54 NA NA Jonathan Eilian 554 554 NA NA James Gates 835 835 NA NA Steve Goldman 541 541 NA NA Eugene Gorab 221 221 NA NA Madison Grose 29 29 NA NA James A. Kleeman, M.D. 80 80 NA NA Merrick Kleeman 142 142 NA NA Lowell D. Kraff 118 118 NA NA John Kukral 1,418 1,418 NA NA Montrose Corp. 71,377 71,377 NA NA Charles E. Mueller, M.D. 151 151 NA NA Michael Mueller 284 284 NA NA The Nash Family Partnership 2,848 2,848 NA NA Alan Schwartz 1,996 1,996 NA NA Jerome Silvey 70 70 NA NA Star Investors, GP 57,089 57,089 NA NA Starwood Capital Group I, L.P. 2,900 2,900 NA NA Starwood Capital Group, LLC 69,231 69,231 NA NA Starwood Office Investors I, Inc. 4,015 4,015 NA NA Starwood Opportunity Fund II, L.P. 549,308 549,308 NA NA Starwood Opportunity Fund IV, L.P. 1,055,711 1,055,771 NA NA Barry Sternlicht 12,523 12,523 NA NA Jay Sugarman 28 28 NA NA Ziff Investors Partnership, L.P. II 100,178 100,178 NA NA
- ------------- (1) A "Selling Securityholder" shall also include any person or entity that receives Securities (or Common Units or Warrants redeemable or exercisable for 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 Securities. (2) Executive officer and director. (3) Number of shares shown includes Redemption Shares that may be issued upon redemption of outstanding Units even if not currently redeemable and Warrant Shares issuable upon exercise of outstanding Warrants even if not currently exercisable. (4) The Selling Securityholder's Redemption Shares and Warrant Shares are being registered hereby should such stockholder be deemed to be an underwriter under Rule 145 of the Securities Act or an affiliate. The Company disclaims that the Selling Securityholder is an underwriter or an affiliate of the Company. -----END PRIVACY-ENHANCED MESSAGE-----