Exhibit 4.4
[FORM OF FACE OF RECEIPT]
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
EACH REPRESENTING A 1/10 INTEREST IN ONE
8% SERIES D CUMULATIVE REDEEMABLE PREFERRED SHARE
OF
DR-____ DEPOSITARY SHARES
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THIS CERTIFICATES IS TRANSFERABLE
IN CHARLOTTE, NORTH CAROLINA
OR IN NEW YORK CITY
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 431284 50 4
[LOGO] HIGHWOODS PROPERTIES, INC.
(a Maryland corporation)
First Union National Bank, as Depositary (the "Depositary"), hereby
certifies that ____________________ is the registered owner of _________
DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing 1/10
of one 8% Series D Cumulative Redeemable Preferred Share, $0.01 par value per
share, of Highwoods Properties, Inc., a Maryland corporation (the
"Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement, dated as of April 23, 1998
(the "Deposit Agreement"), among the Corporation, the Depositary and the holders
from time to time of Receipts for Depositary Shares. By accepting this Receipt,
the holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized officer or, if a Registrar in respect
of the Receipts (other than the Depositary) shall have been appointed, by the
manual signature of a duly authorized officer of such Registrar.
Dated: FIRST UNION NATIONAL BANK,
Depositary, Registrar & Transfer Agent
By: ________________________
Authorized Signatory
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS DEPOSITARY RECEIPT APPEAR
ON THE REVERSE SIDE.
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[FORM OF REVERSE RECEIPT]
HIGHWOODS PROPERTIES, INC.
THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF
ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. NO PERSON MAY BENEFICIALLY OWN SHARES OF CAPITAL STOCK IN
EXCESS OF 9.8%OF THE OUTSTANDING CAPITAL STOCK OF THE CORPORATION. ANY PERSON
WHO ATTEMPTS TO BENEFICIALLY OWN SHARES OF CAPITAL STOCK IN EXCESS OF THE ABOVE
LIMITATION MUST IMMEDIATELY NOTIFY THE CORPORATION; ANY SHARES OF CAPITAL STOCK
SO HELD MAY BE SUBJECT TO MANDATORY REDEMPTION OR SALE IN CERTAIN EVENTS, AND
ACQUISITIONS OF SHARES OF CAPITAL STOCK IN EXCESS OF SUCH LIMITATION SHALL BE
VOID AB INITIO. A PERSON WHO ATTEMPTS TO BENEFICIALLY OWN SHARES OF THE
CORPORATION'S CAPITAL STOCK IN VIOLATION OF THE OWNERSHIP LIMITATIONS SET FORTH
IN SECTION 6.2 OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION SHALL HAVE
NO CLAIM, CAUSE OF ACTION, OR ANY OTHER RECOURSE WHATSOEVER AGAINST A TRANSFEROR
OF SUCH SHARES. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED
IN THE CORPORATION'S AMENDED AND RESTATED ARTICLES OF INCORPORATION, A COPY OF
WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS.
THE CORPORATION WILL FURNISH TO THE REGISTERED HOLDER OF THIS
DEPOSITARY RECEIPT, UPON REQUEST AND WITHOUT CHARGE, A STATEMENT OF ALL THE
POWERS, DESIGNATIONS, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK ISSUED BY THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR OTHER SPECIAL RIGHTS, AND A COPY OF THE
DEPOSIT AGREEMENT AND THE DESIGNATING AMENDMENT WITH RESPECT TO THE 8% SERIES D
REDEEMABLE PREFERRED SHARES. REQUESTS FOR SUCH COPIES MAY BE DIRECTED TO THE
SECRETARY OF THE CORPORATION OR TO THE DEPOSITARY NAMED ON THE FACE OF THIS
RECEIPT.
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - ________ Custodian ________
(Cust) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minors
Act__________________
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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____________ DEPOSITARY SHARES REPRESENTED BY THE WITHIN RECEIPT, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT ____________ ATTORNEY TO TRANSFER THE SAID
DEPOSITARY SHARES ON THE BOOKS OF THE WITHIN NAMED DEPOSITARY WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.
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DATED__________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: _______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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