-----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, Ngzc90vqa33n4YpfRxIvQFkJKTUjhP3J+es3TCE0tVTvd+4/0NZwMyIl18okzqJU kw4DNSOKfyRUmkBSwENycw== 0000950168-96-002244.txt : 19961121 0000950168-96-002244.hdr.sgml : 19961121 ACCESSION NUMBER: 0000950168-96-002244 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961114 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHWOODS FORSYTH L P CENTRAL INDEX KEY: 0000941713 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 561869557 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21731 FILM NUMBER: 96669873 BUSINESS ADDRESS: STREET 1: 3100 SMOKETREE COURT SUITE 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 8-K/A 1 HIGHWOODS 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) 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 5 EXHIBITS Item Description 25 Statement of eligibility of trustee EX-25 2 EXHIBIT 25 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 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 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.
Nature of indebtedness Amount outstanding Date due 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
13. Defaults by the obligor. Not applicable. 3 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----