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): February 12, 1997
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
(Exact name of registrant as specified in its partnership agreement)
North Carolina
(State of Organization)
333-3890-01 56-1869557
(Commission File Number) (IRS Employer Identification No.)
3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 872-4924
Item 5. OTHER EVENTS.
The purpose of this filing is to effect the incorporation of
the exhibits hereto into the prospectus dated November 15, 1996, which
prospectus was used in connection with a public offering (the "Offering") by
Highwoods Properties, Inc., general partner of the Registrant (the "General
Partner"), of 125,000 shares of 8 5/8% Series A Cumulative Redeemable Preferred
Shares, par value $0.01 per share (liquidation preference equivalent to $1,000
per share). The Offering was priced on February 7, 1997 and is scheduled to
close on February 12, 1997.
Item 7(C). EXHIBITS.
Item Description
3.1 Amended and Restated Articles of Incorporation of the General Partner
4.1 Specimen certificate representing shares of preferred stock issued by
the General Partner
10.1 Amendment to Amended and Restated Agreement of Limited Partnership of
the Registrant
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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
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Carman J. Liuzzo
Vice President and
Chief Financial Officer
Date: February 12, 1997
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