As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORNERSTONE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
Nevada 74-2170858
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
Tower 56, 126 East 56th Street
New York, New York 10022
(212) 605-7100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John S. Moody
President and Chief Executive Officer
Cornerstone Properties Inc.
Tower 56, 126 East 56th Street
New York, New York 10022
(212) 605-7100
(Name, address, including zip code, and telephone number, including area
code, of agent for service for the registrant)
Copies to:
F.H. MOORE, JR., ESQ.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. NO
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. YES
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. NO
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. NO
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. NO
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
--------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1)Offering Price Per Aggregate Registration
Registered Share Offering Price(2) Fee
=========================================================================-------------
<S> <C> <C> <C> <C>
Common Stock, without $500,000,000 N/A $500,000,000 $151,516(3)
par value
=========================================================================-------------
<FN>
(1)The amount to be registered consists of up to $500,000,000 of an
indeterminate amount of Common Stock, including Common Stock to be
issued pursuant to dividend reinvestment plans.
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1993, as amended.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities
laws of any such State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 16, 1996
PROSPECTUS
$500,000,000
CORNERSTONE PROPERTIES INC.
Common Stock
--------------------
Cornerstone Properties Inc. ("Cornerstone" or the "Company") may offer
from time to time shares of its Common Stock, with no par value ("Common
Stock"), with an aggregate public offering price of up to $500,000,000 in
amounts, at prices and on terms to be determined at the time of offering and set
forth in one or more supplements to this Prospectus (each a "Prospectus
Supplement").
The number of the shares and specific terms of the Common Stock in respect
of which this Prospectus is being delivered (the "Offered Securities") will be
set forth in an accompanying Prospectus Supplement, including the initial public
offering price and the net proceeds to the Company.
The applicable Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered by such Prospectus Supplement.
The Common Stock may be offered by the Company directly to one or more
purchasers, through agents designated from time to time by the Company or
through dealers or underwriters. If any agents of the Company or any dealers or
underwriters are involved in the offering of Common Stock in respect of which
this Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable purchase price, fee, commission or discount will
be set forth, or will be calculable from the information set forth, in the
accompanying Prospectus Supplement, together with the net proceeds to the
Company. See "Plan of Distribution". This Prospectus may not be used to
consummate sales of Common Stock unless accompanied by a Prospectus Supplement
describing the method and terms of the offering of such Common Stock.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is [____________], 1996.
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or any
accompanying Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Company or by any underwriter, dealer or agent. This Prospectus and any
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities other than those to which they relate. Neither the
delivery of this Prospectus and any accompanying Prospectus Supplement nor any
sale of or offer to sell the Offered Securities shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company or that the information herein is correct as of any time after the date
hereof. This Prospectus and any accompanying Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any of the
Offered Securities in any state to any person to whom it is unlawful to make
such offer or solicitation in such state.
--------------------
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (of which this Prospectus is a part) on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Offered Securities. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission,
and in the exhibits thereto. Statements contained in this Prospectus as to the
content of any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Offered
Securities, reference is hereby made to the Registration Statement and such
exhibits and schedules, which may be examined without charge at, or copies
obtained upon payment of prescribed fees from, the Commission and its regional
offices listed below.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed with the Commission, can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Company files its reports, proxy statements and other information with the
Commission electronically. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company under the Exchange
Act with the Commission and are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, filed with the Commission pursuant to the Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996, filed with the
Commission pursuant to the Exchange Act.
3. The Company's Current Report on Form 8-K dated December 12, 1996,
filed with the Commission pursuant to the Exchange Act.
4. The description of the Company's Common Stock contained in Item 10
of Form 10 filed with the Commission on April 30, 1982, pursuant to
Section 12(g) of the Exchange Act, including all amendments and
reports updating such description.
All documents and reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of filing hereof and prior
to the date on which the Company ceases offering and selling Common Stock
pursuant to this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the Registration Statement to which this Prospectus relates or
into such other documents. Requests for documents should be directed to
Cornerstone Properties Inc., Tower 56, 126 East 56th Street, New York, New York
10022, Attention: Secretary (telephone number: (212) 605-7100).
--------------------
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING OF COMMON STOCK, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE NEW YORK STOCK EXCHANGE, ON THE LUXEMBOURG STOCK EXCHANGE, ON THE FRANKFURT
STOCK EXCHANGE, ON THE DUSSELDORF STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
<PAGE>
THE COMPANY
The Company is a self-administered and self-managed equity real estate
investment trust ("REIT"). Since its formation in 1981, the Company has
developed three office properties in geographically diverse cities of the United
States -- Denver, Colorado, Minneapolis, Minnesota and Seattle, Washington. The
Company has also acquired four office buildings in Boston, Massachusetts, New
York, New York, Oakbrook Terrace, Illinois and Pittsburgh, Pennsylvania. Six of
the seven properties were built in the mid- to late-1980's and the seventh was
fully renovated in the late 1980's.
The Company's business objective is to increase its funds from operations
by generating sustainable current cash flow and providing capital appreciation
through investments in the office real estate markets of the United States. The
general strategy of the Company is to invest in larger, high-quality office
buildings in major metropolitan markets in the United States. The Company
intends to focus on office properties in central business district locations, as
well as in highly developed suburban markets. Highly qualified, local property
managers are hired to manage the Company's properties on a day to day basis.
This allows Cornerstone personnel to remain focused on financing, budgeting,
leasing and other major decisions regarding the properties.
The Company does not intend to undertake any major new business
assignments other than the management of the Company's own portfolio in order to
avoid potential conflicting priorities or the need to serve multiple clients.
The Company continues to have advisory responsibilities to three clients which
were undertaken earlier, but these responsibilities will be terminated by July
1, 1997 and, in any case, are estimated to occupy a minimal amount of management
time.
The principal executive offices of the Company are located at Tower 56,
126 East 56th Street, New York, New York, and its telephone number at that
location is (212) 605-7100. The Company was organized under the laws of the
State of Nevada in May 1981.
USE OF PROCEEDS
Unless otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net cash proceeds from the sale of Offered Securities
for general corporate purposes, including working capital, repayment of
indebtedness, investment in new properties or maintenance or improvement of
currently owned properties. Pending application of the net proceeds of any sale
of Offered Securities to such uses, the Company may invest such net proceeds in
short term liquid investments which are consistent with the Company's intention
to qualify for taxation as a REIT. Such investments may include, for example,
government and government agency securities, certificates of deposit,
interest-bearing bank deposits, investment grade commercial paper and mutual
funds investing in similar instruments.
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock and 15,000,000 shares of Preferred Stock, with no par value
("Preferred Stock"). Stockholders have no preemptive or other rights to
subscribe for or purchase any proportionate part of any new or additional shares
of stock of any class or of securities convertible into stock of any class. The
following brief description of the capital stock of the Company does not purport
to be complete and is subject in all respects to applicable Nevada law and to
the provisions of the Company's Restated Articles of Incorporation (the
"Articles of Incorporation") and Bylaws, as amended, and to the respective
certificates of designations for each series of Preferred Stock, copies of which
are exhibits to the Registration Statement of which this Prospectus is a part.
Common Stock
The Company had 20,609,754 shares of Common Stock outstanding at December
1, 1996. Subject to the provisions of the Articles of Incorporation regarding
excess stock, each outstanding share of Common Stock entitles the holder thereof
to one vote on all matters presented to stockholders for a vote. There are no
cumulative voting rights with respect to the election of directors. Holders of
Common Stock have no conversion, sinking fund or redemption rights. All of the
Offered Securities will be, when issued, fully paid and nonassessable.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors of the Company out of funds legally
available therefor, subject to the terms of any Preferred Stock at the time
outstanding and to the provisions of the Articles of Incorporation regarding
excess stock. In the event of the liquidation of the Company, each outstanding
share of Common Stock is entitled to participate pro rata in the assets
remaining after payment of, or adequate provision for, all known debts and
liabilities of the Company.
The Transfer Agent and Registrar for the Common Stock is Boston EquiServe.
Preferred Stock
Under the Articles of Incorporation, the Board of Directors of the Company
is authorized, without further stockholder action, to provide for the issuance
of Preferred Stock in one or more series. The powers, designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions, including dividend rights, voting
rights, conversion rights, terms of redemption and liquidation preferences, of
the Preferred Stock of each series are fixed or designated by the Board of
Directors pursuant to a certificate of designations (each, a "Certificate of
Designations"). Such Preferred Stock may have voting or other rights which could
adversely affect the rights of holders of the Common Stock.
Holders of Preferred Stock have no voting rights in general corporate
matters except as provided by law or as set forth in the Certificate of
Designations therefor. Under Nevada law, if any proposed amendment to the
Articles of Incorporation would alter or change any preference or any relative
or other right given to the holders of Preferred Stock, then the amendment must
be approved by the affirmative vote of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless of limitations or restrictions on the voting power thereof.
As of December 1, 1996, the Preferred Stock established by the Company
consisted of (i) 3,030,303 shares of 7% Cumulative Convertible Preferred Stock,
with no par value (the "7% Preferred Stock"), all of which were issued and
outstanding and held by Deutsche Bank; (ii) 458,621 shares of 8% Cumulative
Convertible Preferred Stock, Series A, with no par value (the "8% Preferred
Stock, Series A"), all of which were issued and outstanding and held by Hexalon
Real Estate, Inc. ("Hexalon"); and (iii) 1,035,483 shares of its 8% Cumulative
Convertible Preferred Stock, with no par value (the "8% Preferred Stock"),
689,655 of which were issued and outstanding and held by the New York State
Teachers' Retirement System. Set forth below is a brief description of the terms
of each series of Preferred Stock.
7% Preferred Stock
Priority. The 7% Preferred Stock, with respect to dividends and
distributions and upon the liquidation, dissolution or winding-up of the
Company, ranks (i) senior to all classes of Common Stock, to the 8% Preferred
Stock, Series A, and to each other class of capital stock or series of Preferred
Stock established by the Board of Directors (except as set forth below) which
does not expressly provide that it ranks senior to the 7% Preferred Stock as to
dividends and distributions and upon the liquidation, winding-up and dissolution
of the Company and (ii) on a parity with the 8% Preferred Stock and any other
class of capital stock or series of Preferred Stock issued by the Company, the
terms of which expressly provide that such class or series will rank on a parity
with the 7% Preferred Stock as to dividends and distributions or upon the
liquidation, dissolution or winding-up of the Company.
Dividends. Holders of 7% Preferred Stock are entitled to receive
cumulative cash dividends payable annually at the rate of 7% per annum when, as
and if declared by the Board of Directors out of funds legally available
therefor and in preference to any dividend payable on the Common Stock and the
8% Preferred Stock, Series A. Such dividends accrue from day to day and are
cumulative, whether or not declared.
Liquidation. Upon the liquidation, dissolution or winding-up of the
Company (either voluntary or involuntary), holders of 7% Preferred Stock are
entitled to receive out of the assets of the Company available for distribution
after payment of all liabilities, before any distribution is made to the holders
of the 8% Preferred Stock, Series A, or the Common Stock, an amount equal to
$16.50 per share plus an amount equal to all dividends (whether or not earned or
declared) accrued and accumulated and unpaid on the shares of 7% Preferred Stock
to the date of final distribution.
Conversion. Each share of the 7% Preferred Stock is convertible, at the
option of the holder thereof, at any time after August 4, 2000, into that number
of shares of Common Stock as is determined by dividing the stated value of such
share by the conversion price in effect for the 7% Preferred Stock at the time
of conversion. The conversion price currently in effect is $16.50 per share of
Common Stock, subject to adjustment.
Redemption. The 7% Preferred Stock is not redeemable.
Voting. The Certificate of Designations for the 7% Preferred Stock
provides that if dividends payable on the 7% Preferred Stock shall be in arrears
for six calendar quarters or more, whether or not consecutive, the holders of
the outstanding shares of the 7% Preferred Stock shall have the right to elect
two of the authorized number of members of the Board of Directors at the
Company's next annual meeting of stockholders until such arrearages have been
paid or set apart for payment. In addition, the Certificate of Designations for
the 7% Preferred Stock provides that the issuance of any shares of Preferred
Stock ranking prior to the 7% Preferred Stock shall require the consent of the
holders of the 7% Preferred Stock. The Company has agreed that so long as
Deutsche Bank holds at least 1,000,000 shares of the 7% Preferred Stock, the
Company will not issue any shares of Preferred Stock ranking on a parity with
the 7% Preferred Stock without the prior written consent of Deutsche Bank.
Deutsche Bank consented to the issuance of the 8% Preferred Stock.
Registration Rights. If at any time after one year following a registered
initial public offering in the United States by the Company, Deutsche Bank
notifies the Company in writing that it intends to offer or to cause to be
offered for sale its shares of the 7% Preferred Stock and/or shares of Common
Stock issued upon conversion of the 7% Preferred Stock and requests the Company
to cause such securities to be registered under the Securities Act, the Company
will use its best efforts to cause such securities to be so registered if
counsel for the Company shall deem such registration necessary or advisable.
Deutsche Bank is required to hold and to intend to offer for public sale not
less than a total of 1,500,000 shares of the 7% Preferred Stock and/or shares of
Common Stock issued upon conversion thereof at the time of any such request. The
Company is not obligated to make more than one registration pursuant to these
provisions.
8% Preferred Stock
Priority. The 8% Preferred Stock, with respect to dividends and
distributions and upon the liquidation, dissolution or winding-up of the
Company, ranks (i) senior to all classes of Common Stock, to the 8% Preferred
Stock, Series A, and to each other class of capital stock or series of Preferred
Stock established by the Board of Directors which does not expressly provide
that it ranks senior to the 8% Preferred Stock as to dividends and distributions
or upon the liquidation, winding-up and dissolution of the Company and (ii) on
parity with the 7% Preferred Stock and any other class of capital stock or
series of Preferred Stock issued by the Company, the terms of which expressly
provide that such class or series will rank on a parity with the 8% Preferred
Stock as to dividends and distributions or upon the liquidation, dissolution or
winding-up of the Company.
Dividends. Holders of 8% Preferred Stock are entitled to receive
cumulative cash dividends payable quarterly at the rate of 8% per annum when, as
and if declared by the Board of Directors out of funds legally available
therefor and in preference to any dividend payable on the Common Stock and the
8% Preferred Stock, Series A. Such dividends accrue from day to day and are
cumulative, whether or not declared.
Liquidation. Upon the liquidation, dissolution or winding-up of the
Company (either voluntary or involuntary), holders of 8% Preferred Stock are
entitled to receive out of the assets of the Company available for distribution
after payment of all liabilities, before any distribution is made to the holders
of the 8% Preferred Stock, Series A, or the Common Stock, an amount equal to
$145.00 per share plus an amount equal to all dividends (whether or not earned
or declared) accrued and accumulated and unpaid on the shares of 8% Preferred
Stock to the date of final distribution.
Conversion. Each share of 8% Preferred Stock is convertible, at the option
of the holder thereof, at any time and from time to time, into that number of
shares of Common Stock as is determined by dividing the stated value of such
share by the conversion price in effect for the 8% Preferred Stock at the time
of conversion. The conversion price currently in effect is $14.50 per share of
Common Stock, subject to adjustment.
Automatic Conversion. The Company has the right, at its option, to convert
all shares of 8% Preferred Stock then outstanding into shares of Common Stock
upon the consummation of a public offering meeting the following conditions (an
"8% Preferred Stock Qualified Public Offering"). An "8% Preferred Stock
Qualified Public Offering" means an underwritten public offering of Common Stock
to be listed on the New York Stock Exchange in which (i) the aggregate net
proceeds to the Company (after payment of all fees and expenses of the offering
and pay-down of any then remaining debt under the Term Loan Agreement, dated as
of August 8, 1995, between the Company and Deutsche Bank AG (London)) together
with the net proceeds of any prior public offerings of Common Stock listed on
the New York Stock Exchange equal or exceed US$200 million, (ii) the expected
distributions on shares of Common Stock of the Company for the 12 months
following the 8% Preferred Stock Qualified Public Offering (as certified by the
treasurer or chief financial officer of the Company) divided by the public
offering price is equal to or less than 7.75% and (iii) (A) if the 8% Preferred
Stock Qualified Public Offering is completed in calendar year 1997, the initial
public offering price is at least $16.00 per share, (B) if the 8% Preferred
Stock Qualified Public Offering is completed in calendar year 1998, the initial
public offering price is at least $16.50 per share and (C) if the 8% Preferred
Stock Qualified Public Offering is completed in calendar year 1999, the initial
public offering price is at least $17.00 per share; provided, however, that an
8% Preferred Stock Qualified Public Offering shall be deemed to occur on the
first business day following any day the condition set forth in clause (i) above
and each of the following conditions is satisfied: (x) the day is prior to
January 1, 2000, (y) the average of the closing prices for shares of Common
Stock as reported on the New York Stock Exchange composite tape for the 20
consecutive trading days immediately preceding such day (the "Composite
Average") equals or exceeds the applicable minimum initial public offering price
for a public offering to be considered an 8% Preferred Stock Qualified Public
Offering at such time and (z) the expected distributions on shares of Common
Stock for the 12 months following such day (as certified by the treasurer or
chief financial officer of the Company) divided by the Composite Average is
equal to or less than 7.75%.
Redemption. The Company may redeem the 8% Preferred Stock at any time on
or after November 22, 2001, as a whole in cash at a redemption price equal to
$145.00 per share plus an amount equal to all dividends accrued and unpaid
thereon to the redemption date, plus a redemption premium calculated to cause
the holders of the 8% Preferred Stock to have received an internal rate of
return of 12% per annum.
Change in Control Put. Each holder of 8% Preferred Stock has the right to
require the redemption of its 8% Preferred Stock by the Company in cash at a
redemption price equal to $146.45 per share plus an amount equal to all
dividends accrued and unpaid thereon to the redemption date upon the occurrence
of a "Change in Control". A "Change in Control" means (i) a merger,
consolidation or reorganization of the Company, if, after giving effect thereto,
the holders of the Common Stock prior to such transaction shall fail to own at
least 51% of the capital stock entitled to vote for the election of directors in
the successor entity, (ii) the sale of a majority or more of the assets of the
Company in any single transaction or in any series of related transactions or
(iii) a change in the composition of the Board of Directors of the Company such
that during any period of two consecutive years the individuals who at the
beginning of such period were directors of the Company shall cease for any
reason to constitute a majority of the directors then in office (and not
designated to the Board by any holder of Preferred Stock) unless the individuals
replacing such directors were elected or nominated by the Board of Directors of
the Company.
Restriction on Debt. The Company may not incur debt exceeding 60% of the
appraised value of the assets of the Company other than debt in an amount which
does not exceed the principal amount of outstanding debt of the Company
extended, refinanced, renewed or replaced with the proceeds thereof, plus any
costs associated with the extension, refinancing, renewal or replacement.
Voting. The Certificate of Designations for the 8% Preferred Stock
provides that the holders of shares of 8% Preferred Stock are entitled to elect
one member of the Board of Directors of the Company. The Certificate of
Designations for the 8% Preferred Stock also provides that if (i) on or prior to
December 31, 1999, the Company has not completed an 8% Preferred Stock Qualified
Public Offering, (ii) dividends on the 8% Preferred Stock are in arrears for two
consecutive calendar quarters or more or (iii) the Company has violated the
restriction on debt described above, the holders of the outstanding shares of 8%
Preferred Stock shall have the right to elect one additional member of the Board
of Directors. The Certificate of Designations for the 8% Preferred Stock further
provides that prior to the completion of an 8% Preferred Stock Qualified Public
Offering, the consent of the holders of at least a majority of the shares of 8%
Preferred Stock outstanding at the time shall be necessary to effect certain
material changes to the Articles of Incorporation or to increase the size of the
Board of Directors to greater than nine members. The consent of the holders of
8% Preferred Stock is not required for increases in the size of the Board of
Directors to allow for directors elected by holders of 8% Preferred Stock or 8%
Preferred Stock, Series A, to be seated.
Registration Rights. The holders of at least 25% of the shares of Common
Stock or other securities issuable upon conversion of the 8% Preferred Stock
(the "8% Conversion Stock") may require the Company to use its best efforts to
register the 8% Conversion Stock on the earlier of (i) the date which is six
months after the date the registration statement filed by the Company covering
an 8% Preferred Stock Qualified Public Offering became effective or (ii)
December 31, 1999 if an 8% Preferred Stock Qualified Public Offering shall not
have been completed on or prior to such date. In addition, holders of the 8%
Preferred Stock have been granted certain incidental rights to register 8%
Conversion Stock upon the filing of registration statements by the Company,
subject to certain limitations.
8% Preferred Stock, Series A
Priority. The 8% Preferred Stock, Series A, with respect to dividends and
distributions and upon the liquidation, dissolution or winding-up of the
Company, ranks (i) senior to all classes of Common Stock and each other class of
capital stock or series of preferred stock established by the Board of Directors
(except as set forth below) which does not expressly provide that it ranks
senior to the 8% Preferred Stock as to dividends and distributions or upon the
liquidation, winding-up and dissolution of the Company; (ii) on a parity with
any other class of capital stock or series of Preferred Stock issued by the
Company the terms of which expressly provide that such class or series will rank
on a parity with the 8% Preferred Stock, Series A, with respect to dividends and
distributions or upon the liquidation, dissolution or winding-up of the Company;
and (iii) junior to the 7% Preferred Stock and the 8% Preferred Stock.
Dividends. Holders of 8% Preferred Stock, Series A, are entitled to
receive cumulative cash dividends payable quarterly at the rate of 8% per annum
when, as and if declared by the Board of Directors out of funds legally
available therefor and in preference to any dividend payable on the Common
Stock. Such dividends accrue from day to day and are cumulative, whether or not
declared.
Liquidation. Upon the liquidation, dissolution or winding-up of the
Company (either voluntary of involuntary), holders of 8% Preferred Stock, Series
A, are entitled to receive out of the assets of the Company available for
distribution after payment of all liabilities, before any distribution is made
to the holders of the Common Stock, an amount equal to $145.00 per share plus an
amount equal to all dividends (whether or not earned or declared) accrued and
accumulated and unpaid on the shares of 8% Preferred Stock, Series A, to the
date of final distribution.
Conversion. Each share of 8% Preferred Stock, Series A, is convertible, at
the option of the holder thereof, at any time and from time to time, into that
number of shares of Common Stock as is determined by dividing the stated value
of such share by the conversion price in effect for the 8% Preferred Stock,
Series A, at the time of conversion. The conversion price currently in effect is
$14.50 per share of Common Stock, subject to adjustment.
Automatic Conversion. The Company has the right, at its option, to convert
all shares of 8% Preferred Stock, Series A, then outstanding into shares of
Common Stock upon the consummation of a "Series A Qualified Public Offering". A
"Series A Qualified Public Offering" means: a "Public Offering" (as defined
below) prior to January 1, 2000 in which (i) the aggregate net proceeds to the
Company (after payment of all fees and expenses of the offering) together with
the net proceeds of any prior Public Offerings of Common Stock listed on the New
York Stock Exchange equal or exceed the Minimum Amount (as defined below) and
(ii) (a) if the Public Offering is completed in calendar year 1997, the initial
public offering price is at least $16.00 per share, (b) if the Public Offering
is completed in calendar year 1998, the initial public offering price is at
least $16.50 per share or (c) if the Public Offering is completed in calendar
year 1999, the initial public offering price is at least $17.00 per share;
provided, however, that a Qualified Public Offering shall be deemed to occur on
the first business day which follows any period of 20 trading days after a
Public Offering and prior to January 1, 2000 in which the Composite Average
equals or exceeds the applicable minimum initial price for a Public Offering to
be considered a Series A Qualified Public Offering at such time. "Public
Offering" means an underwritten public offering of Common Stock pursuant to an
effective registration statement under the 1933 Act and listed on the New York
Stock Exchange. "Minimum Amount" means, at any time, the sum of (i) $75 million
plus (ii) the product of .5618 multiplied by the stated value of all shares of
8% Preferred Stock issued by the Company prior to such time and after November
1, 1996. As of December 1, 1996, the Minimum Amount was $131,180,000.
Redemption. The Company may redeem the 8% Preferred Stock, Series A, at
any time on or after December 31, 2001, as a whole in cash at a redemption price
equal to $145.00 per share plus an amount equal to all dividends accrued and
unpaid thereon through the redemption date, plus a redemption premium calculated
to cause the holders of the 8% Preferred Stock, Series A, to have received an
internal rate of return equal to 12% per annum.
Put if No Public Offering. Each holder of the 8% Preferred Stock, Series
A, has the right to require redemption of its 8% Preferred Stock, Series A, in
cash at a price equal to $145.00 per share plus a sum equal to all dividends
accrued and unpaid thereon (if any) if the Company has not completed, prior to
January 1, 2001, a Public Offering in which the aggregate net proceeds to the
Company (after payment of fees and expenses of the offering) equal or exceed
$75,000,000.
Change in Control Put. Each holder of shares of 8% Preferred Stock, Series
A, has the right to require the redemption of its 8% Preferred Stock, Series A,
by the Company in cash at a redemption price equal to $146.45 per share plus an
amount equal to all dividends accrued and unpaid thereon to the redemption date
upon the occurrence of a Change in Control (as defined above).
Voting. The Certificate of Designations for the 8% Preferred Stock, Series
A, provides that the holders of shares of 8% Preferred Stock, Series A, are
entitled to elect one member of the Board of Directors of the Company. The
Certificate of Designations for the 8% Preferred Stock, Series A, also provides
that if dividends on the 8% Preferred Stock, Series A, are in arrears for two
consecutive calendar quarters or more, the holders of the outstanding shares of
8% Preferred Stock, Series A, shall have the right to elect one additional
member of the Board of Directors of the Company. The Certificate of Designations
for the 8% Preferred Stock, Series A, further provides that prior to the
completion of a Series A Qualified Public Offering, the consent of the holders
of at least a majority of the shares of 8% Preferred Stock, Series A,
outstanding at the time shall be necessary to effect certain material changes to
the Restated Articles of Incorporation or to increase the size of the Board of
Directors to greater than nine members. Such consent is not required for
increases in the size of the Board of Directors to allow for directors elected
by holders of 8% Preferred Stock or 8% Preferred Stock, Series A, to be seated.
Designation of Director. The Company has agreed that, as long as Rodamco
N.V., the parent of Hexalon, maintains an investment in the Company of at least
$50 million, management of the Company will continue to nominate a
representative of Rodamco N.V. for election to the Board of Directors and the
Investment Committee of the Board of Directors.
Registration Rights. The holders of all the shares of Common Stock or
other securities issuable upon conversion of the 8% Preferred Stock, Series A
("Series A Conversion Stock"), may require the Company to use its best efforts
to register the Series A Conversion Stock on the earlier of (i) the date which
is six months after the date the registration statement filed by the Company
covering a Public Offering shall have become effective and (ii) December 31,
2000 if a Series A Qualified Public Offering shall not have been completed on or
prior to such date. In addition, holders of the 8% Preferred Stock, Series A,
have been granted certain incidental rights to register the Series A Conversion
Stock upon the filing of registration statements by the Company, subject to
certain limitations.
Conversion Price Adjustments
Subject to certain exceptions, the conversion prices per share applicable
to the 7% Preferred Stock, the 8% Preferred Stock and the 8% Preferred Stock,
Series A, are subject to adjustment upon the occurrence of certain events,
including (i) dividends (and other distributions) payable in Common Stock on the
Company's outstanding shares of Common Stock, (ii) the issuance to all holders
of Common Stock of certain rights or warrants entitling them to subscribe for or
purchase Common Stock, (iii) subdivisions, combinations and reclassifications of
Common Stock and (iv) distributions to all holders of Common Stock of evidences
of indebtedness of the Company or assets (including securities, but excluding
those dividends, rights, warrants and distributions referred to above and
dividends and distributions paid in cash out of the profits or surplus of the
Company).
In case the Company shall be a party to any transaction (including,
without limitation, a merger, consolidation or sale of all or substantially all
of the Company's assets), in each case as a result of which shares of Common
Stock will be converted into the right to receive stock, securities or other
property (including cash or any combination thereof), each outstanding share of
7% Preferred Stock, 8% Preferred Stock and 8% Preferred Stock, Series A, if
convertible after the consummation of the transaction, will thereafter be
convertible into the kind and amount of shares of stock and other securities and
property receivable (including cash or any combination thereof) upon the
consummation of such transaction by a holder of that number of shares or
fraction thereof of Common Stock into which one share of the applicable series
of Preferred Stock is convertible immediately prior to such transaction.
<PAGE>
CERTAIN PROVISIONS OF NEVADA LAW
AND OF THE COMPANY'S ARTICLES OF INCORPORATION
The terms of Chapter 78 of the Nevada Revised Statutes, entitled the
Nevada General Corporation Law (the "NGCL"), apply to the Company. Under certain
circumstances, the following selected provisions of the NGCL may delay or make
more difficult acquisitions or changes of control of the Company. The Articles
of Incorporation and Bylaws of the Company do not exclude the Company from such
provisions of the NGCL. Such provisions may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best
interests. Such provisions may also have the effect of preventing changes in the
management of the Company.
Control Share Acquisitions
Pursuant to Sections 78.378 to 78.3793 of the NGCL, an "acquiring person,"
who acquires a "controlling interest" in an "issuing corporation," may not
exercise voting rights on any "control shares" unless such voting rights are
conferred by a majority vote of the disinterested stockholders of the issuing
corporation at a special meeting of such stockholders held upon the request and
at the expense of the acquiring person. In the event that the control shares are
accorded full voting rights and the acquiring person acquires control shares
with a majority or more of all the voting powers, any stockholder, other than
the acquiring person, who does not vote in favor of authorizing voting rights
for the control shares is entitled to demand payment for the fair value of his
or her shares, and the corporation must comply with the demand. For purposes of
the above provisions, "acquiring person" means (subject to certain exceptions)
any person who, individually or in association with others, acquires or offers
to acquire, directly or indirectly, a controlling interest in an issuing
corporation. "Controlling interest" means the ownership of outstanding voting
shares of an issuing corporation sufficient to enable the acquiring person,
individually or in association with others, directly or indirectly, to exercise
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority and/or (iii) a majority or more of the voting power of the
issuing corporation in the election of directors. Voting rights must be
conferred by a majority of the disinterested stockholders as each threshold is
reached and/or exceeded. "Control Shares" means those outstanding voting shares
of an issuing corporation which an acquiring person acquires or offers to
acquire in an acquisition or within 90 days immediately preceding the date when
the acquiring person became an acquiring person. "Issuing corporation" means a
corporation that is organized in Nevada, has 200 or more stockholders (at least
100 of whom are stockholders of record and residents of Nevada) and does
business in Nevada directly or through an affiliated corporation. The above
provisions do not apply if the articles of incorporation or bylaws of the
corporation in effect on the 10th day following the acquisition of a controlling
interest by an acquiring person provide that said provisions do not apply. As
noted above, the Company's Articles of Incorporation and Bylaws do not exclude
the Company from the restrictions imposed by such provisions.
Certain Business Combinations
Sections 78.411 to 78.444 of the NGCL restrict the ability of a "resident
domestic corporation" to engage in any combination with an "interested
stockholder" for three years following the interested stockholder's date of
acquiring the shares that cause such stockholder to become an interested
stockholder, unless the combination or the purchase of shares by the interested
stockholder on the interested stockholder's date of acquiring the shares that
cause such stockholder to become an interested stockholder is approved by the
board of directors of the resident domestic corporation before that date. If the
combination was not previously approved, the interested stockholder may effect a
combination after the three-year period only if such stockholder receives
approval from a majority of the disinterested shares or the offer meets certain
fair price criteria. For purposes of the above provisions, "resident domestic
corporation" means a Nevada corporation that has 200 or more stockholders.
"Interested stockholder" means any person, other than the resident domestic
corporation or its subsidiaries, who is (i) the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the outstanding voting shares
of the resident domestic corporation or (ii) an affiliate or associate of the
resident domestic corporation and, at any time within three years immediately
before the date in question, was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then outstanding shares of the
resident domestic corporation. The above provisions do not apply to corporations
that so elect in a charter amendment approved by a majority of the disinterested
shares. Such a charter amendment, however, would not become effective for 19
months after its passage and would apply only to stock acquisitions occurring
after its effective date. As noted above, the Company's Articles of
Incorporation and Bylaws do not exclude the Company from the restrictions
imposed by such provisions.
Directors' Duties
Section 78.138 of the NGCL allows directors and officers, in exercising
their respective powers with a view to the interests of the corporation, to
consider the interests of the corporation's employees, suppliers, creditors and
customers, the economy of the state and the nation, the interests of the
community and of society and the long and short-term interests of the
corporation and its stockholders, including the possibility that these interests
may be best served by the continued independence of the corporation. Directors
may resist a change or potential change in control if the directors, by a
majority vote of a quorum, determine that the change or potential change is
opposed to or not in the best interest of the corporation. In so determining,
the board of directors must consider the interests set forth above or have
reasonable grounds to believe that, within a reasonable time, the debt created
as a result of the change in control would cause the assets of the corporation
or any successor to be less than the liabilities or would render the corporation
or any successor insolvent or lead to bankruptcy proceedings.
Put Provisions
The terms of the 8% Preferred Stock and the 8% Preferred Stock, Series A,
allow the holders to require the Company to redeem their shares in certain
circumstances, including upon the occurrence of events constituting a "Change in
Control." See "Description of Capital Stock of the Company--Preferred Stock."
Ownership Restrictions
For the Company to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), not more than 50% in value of its outstanding
capital stock may be owned, directly or indirectly, by five or fewer individuals
(as defined by the Code to include certain entities) during the last half of a
taxable year. To help ensure that the Company continues to qualify as a REIT,
Article 8 of the Company's Articles of Incorporation provides that shares of the
Company's stock shall not be transferred to any person if such transfer would
cause such person to become the owner of more than 6% of the value of the
outstanding shares of capital stock of the Company (the "6% Limit"). Shares of
stock acquired in excess of the 6% Limit shall be deemed to be transferred to
the Company as trustee for the benefit of the person to whom the person who
acquired the excess shares later transfers such shares. In addition, excess
shares shall be deemed to have been offered for sale to the Company or its
designee at their "fair market value" for a 90-day period. Article 8 further
provides that a person who knowingly violates the 6% Limit must indemnify the
Company and its stockholders for losses if such violation causes the Company
either to fail to qualify as a REIT or to be subject to personal holding company
taxes. The affirmative vote of the holders of at least 80% of the outstanding
shares of Common Stock is required to alter, amend, repeal or adopt any
provision inconsistent with such restrictions.
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The provisions of the Code pertaining to REITs are highly technical and
complex. The following is a brief and general summary of certain provisions that
currently govern the federal income tax treatment of the Company and its
stockholders. For the particular provisions that govern the federal income tax
treatment of the Company and its stockholders, reference is made to Sections 856
through 860 of the Code and the regulations thereunder. The following summary is
qualified in its entirety by such reference.
Investors are urged to consult their own tax advisors with respect to the
appropriateness of an investment in the Common Stock offered hereby and with
respect to the tax consequences arising under federal law and the laws of any
state, municipality or other taxing jurisdiction, including tax consequences
resulting from such investor's own tax characteristics. In particular, foreign
investors should consult their own tax advisors concerning the tax consequences
of an investment in the Company, including the possibility of United States
income tax withholding on Company distributions.
The Company believes it was organized and has operated, and intends to
continue to operate, in such a manner as to qualify as a REIT under the Code,
but no assurance can be given that it has qualified or will at all times so
qualify. In the opinion of Shearman & Sterling, counsel to the Company, the
Company operates in conformity with the requirements for qualification as a REIT
under the Code, and the Company's proposed method of operation will enable it to
continue to so qualify.
To qualify as a REIT under the Code for a taxable year, the Company must
meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of its ownership of capital stock. So long as the
Company qualifies for taxation as a REIT and distributes at least 95% of its
REIT taxable income (computed without regard to net capital gain of the
dividends paid deduction) for its taxable year to its stockholders, it will not
be subject to federal income tax with respect to such income that it distributes
to its stockholders. The Company will be taxed at regular corporate rates on all
income not distributed to stockholders. REITs also may incur taxes for certain
other activities or to the extent distributions do not satisfy certain other
requirements.
If the Company fails to qualify during any taxable year as a REIT, unless
certain relief provisions are available, it will be subject to tax (including
any applicable alternative minimum tax) on its taxable income at regular
corporate rates, which could result in a discontinuation of or substantial
reduction in dividends to stockholders and therefore have a material adverse
effect upon its stockholders. If disqualified for taxation as a REIT for a
taxable year, the Company also would be disqualified for taxation as a REIT for
the four taxable years thereafter, unless such failure were considered to be due
to reasonable cause and not wilful neglect.
In any year in which the Company qualifies to be taxed as a REIT,
distributions made to its stockholders out of current or accumulated earnings
and profits will be taxed to stockholders as ordinary income except that
distributions of net capital gains designated by the Company as capital gain
dividends will be taxed as long-term capital gain income to the stockholders.
However, corporate stockholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income. Corporate stockholders will also not
be eligible for the dividends received deduction with respect to ordinary or
capital gain dividends. To the extent that distributions exceed current or
accumulated earnings and profits, they will constitute a return of capital,
rather than dividend or capital gain income, and will reduce the basis for the
stockholder's Common Stock with respect to which the distribution is paid or, to
the extent that they exceed such basis, will be taxed in the same manner as gain
from the sale of that Common Stock.
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell Common Stock to one or more underwriters or dealers
for public offering and sale by them or may sell Common Stock to investors
directly or through agents. The Prospectus Supplement with respect to the Common
Stock offered thereby describes the terms of the offering of such Common Stock
and the method of distribution of the Common Stock offered thereby and
identifies any firms acting as underwriters, dealers or agents in connection
therewith.
The Common Stock may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed), at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at prices determined as specified in the
Prospectus Supplement. In connection with the sale of the Common Stock,
underwriters, dealers or agents may be deemed to have received compensation from
the Company in the form of underwriting discounts, concessions or commissions
and may also receive commissions from purchasers of the Common Stock for whom
they may act as agent. Underwriters may sell the Common Stock to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agent. Certain of the underwriters, dealers
or agents who participate in the distribution of Common Stock may engage in
other transactions with, or perform other services for, the Company in the
ordinary course of business.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Common Stock, and any discounts,
concessions or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in the
distribution of Common Stock may be deemed to be underwriters, and any discounts
or commissions received by them and any profit realized by them on the resale of
the Common Stock may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter or agent will be identified, and
any such compensation received from the Company will be described, in the
applicable Prospectus Supplement.
Underwriters and their controlling persons, dealers and agents may be
entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, Common Stock will be sold in such jurisdictions only through
registered or licensed brokers and dealers. In addition, in certain states
Common Stock may not be sold unless it has been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
EXPERTS
The consolidated financial statements as of December 31, 1995 and 1994,
and for the years ended December 31, 1995, 1994 and 1993 incorporated by
reference in this Prospectus or elsewhere in the Registration Statement of which
this Prospectus is a part, have been incorporated herein in reliance upon the
reports of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Shearman &
Sterling, New York, New York and Lionel, Sawyer & Collins, Las Vegas, Nevada.
<PAGE>
II-1
No person has been authorized to
give any information or to make any
representation not contained or
incorporated by reference in this Prospectus
and, if given or made, such information or
representation must not be relied
upon as having been
authorized by the Company or any other $500,000,000
person. This Prospectus does not
constitute an offer to sell or a
solicitation of any offer to buy any
of the securities by anyone in any CORNERSTONE PROPERTIES INC.
jurisdiction in which such offer or
solicitation is not authorized or in
which the person making such offer or
solicitation is not qualified to do so
to any person to whom it is unlawful Common Stock
to make such offer or solicitation in
such jurisdiction. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create any implication _____________
that the information herein is correct
as of any time subsequent to the date PROSPECTUS
hereof or that there has been no _____________
change in the affairs of the Company
since such date or, in the case of
information incorporated herein by
reference, the date of filing with the
Securities and Exchange Commission.
---------------
[____________], 1996
TABLE OF CONTENTS
Page
Available Information............2
Incorporation of Certain Information
by Reference.....................3
The Company......................4
Use of Proceeds..................4
Description of Capital Stock of the
Company..........................4
Certain Provisions of Nevada Law and
of the Company's Articles of
Incorporation....................10
Certain Federal Income Tax
Considerations...................13
Plan of Distribution.............14
Experts..........................14
Legal Matters....................14
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table is an itemized listing of expenses to be
incurred by the Company in connection with the issuance and distribution of the
shares of Common Stock being registered hereby, other than underwriting
discounts and commissions. All amounts shown are estimates, except the SEC
Registration fee:
SEC Registration Fees................................. $151,516
NYSE Listing Fee...................................... 102,100
Printing and Engraving Expenses....................... *
Accounting Fees and Expenses.......................... *
Legal Fees and Expenses (other than Blue Sky)......... *
Transfer Agent and Registrar Fees..................... *
Blue Sky Fees and Expenses............................ 15,000
Miscellaneous......................................... *
Total................................................. *
* To be filed by amendment.
Item 15. Indemnification of Officers and Directors
Subsection 1 of Section 78.751 of Chapter 78 of the Nevada Revised
Statutes (the "NRS") empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendre or its equivalent does not, of itself, create a
presumption that the person did not act in good faith or in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe his actions were unlawful.
Subsection 2 of Section 78.751 of the NRS empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation or for amounts paid in settlement to
the corporation unless and only to the extent that the court in which such
action or suit was brought determines that, despite the adjudication of
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 78.751 of the NRS further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (1) and (2) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that any indemnification provided for by Section 78.751 of
the NRS (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and that the scope of
indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators. Section 78.752 empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
78.751.
Article IX of the Bylaws of the Company provides for indemnification
of its officers and Directors, substantially identical in scope to that
permitted under Section 78.751 of the NRS. The Bylaws provide, pursuant to
Subsection 5 of Section 78.751 of the NRS, that the expenses of officers and
Directors incurred in defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by the Company as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of any undertaking by or on behalf of the Director or
officer to repay such amounts unless it shall ultimately be determined that he
is entitled to be indemnified by the Company pursuant to Article IX of the
Bylaws.
Item 16. Exhibits
Exhibit
Number Description of Exhibit
1.1* Form of Underwriting Agreement
4.1**Specimen of Common Stock Certificate (filed as Exhibit 4.1 to the Company's
Form 10-Q filed April 30, 1982 (Commission File No. 0-10421) and
incorporated by reference herein)
4.2**Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Form 10-K for the year ended December 31, 1995 (Commission
File No. 0-10421) and incorporated by reference herein)
4.3**Bylaws of the Company (filed as Exhibit 3.5 to the Company's Form 10-K for
the year ended December 31, 1995 (Commission File No. 0-10421) and
incorporated by reference herein)
4.4**Certificate of Designations of 3,030,303 Shares of the 7% Cumulative
Convertible Preferred Stock, without par value, of the Company (filed as
Exhibit 3.1(a) to the Company's Form 10-K for the year ended December 31,
1995 (Commission File No. 0-10421) and incorporated by reference herein)
4.5**Certificate of Designations of 1,034,483 Shares of 8% Cumulative
Convertible Preferred Stock, without par value, of the Company (filed as
Exhibit 4.1 to the Company's Form 8-K filed December 12, 1996 (Commission
File No. 0-10421) and incorporated by reference herein)
4.6**Certificate of Designations of 458,621 Shares of 8% Cumulative Convertible
Preferred Stock, Series A, without par value, of the Company (filed as
Exhibit 4.2 to the Company's Form 8-K filed December 12, 1996 (Commission
File No. 0-10421) and incorporated by reference herein)
5.1 Opinion of Lionel Sawyer & Collins
8.1 Opinion of Shearman & Sterling as to certain tax matters
23.1 Consent of Lionel Sawyer & Collins (contained in the opinion filed as
Exhibit 5.1)
23.2 Consent of Shearman & Sterling (contained in the opinion filed as Exhibit
8.1)
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney
* To be filed by amendment or incorporated by reference with the offering of
Securities.
** Previously filed.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby further undertakes that:
(1) for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
- -------------------------------------------------------------------------------
SIGNATURES
- -------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York, on this 16th day of December,
1996.
CORNERSTONE PROPERTIES INC.
By: /s/ John S. Moody
Name: John S. Moody
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ Rolf-E. Breuer* Chairman of the Board and December 16,
Dr. Rolf-E. Breuer Director 1996
/s/ John S. Moody President and Chief December 16,
John S. Moody Executive Officer, and 1996
Director
/s/ Thomas P. Loftus Vice President and December 16,
Thomas P. Loftus Controller 1996
/s/ Kevin P. Mahoney Vice President and December 16,
Kevin P. Mahoney Treasurer 1996
/s/ Cecil D. Conlee* Director December 16,
Cecil D. Conlee 1996
/s/ George A. Davis* Director December 16,
George A. Davis 1996
/s/ Blake Eagle* Director December 16,
Blake Eagle 1996
/s/ Karl-Ludwig Hermann* Director December 16,
Dr. Karl-Ludwig Hermann 1996
/s/ Hans C. Mautner* Director December 16,
Hans C. Mautner 1996
/s/ Gerald Rauenhorst* Director December 16,
Gerald Rauenhorst 1996
/s/ Michael J.G. Topham* Director December 16,
Michael J.G. Topham 1996
/s/ Berthold T. Wetteskind* Director December 16,
Berthold T. Wetteskind 1996
- ----------
* By John S. Moody as Attorney-In-Fact.
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibit
1.1* Form of Underwriting Agreement
4.1** Specimen of Common Stock Certificate (filed as Exhibit
4.1 to the Company's Form 10-Q filed April 30, 1982
(Commission File No. 0-10421) and incorporated by
reference herein)
4.2** Restated Articles of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Form 10-K for the year
ended December 31, 1995 (Commission File No. 0-10421)
and incorporated by reference herein)
4.3** Bylaws of the Company (filed as Exhibit 3.5 to the
Company's Form 10-K for the year ended December 31, 1995
(Commission File No. 0-10421) and incorporated by
reference herein)
4.4** Certificate of Designations of 3,030,303 Shares of the 7% Cumulative
Convertible Preferred Stock, without par value, of the Company (filed
as Exhibit 3.1(a) to the Company's Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-10421) and incorporated by
reference herein)
4.5** Certificate of Designations of 1,034,483 Shares of 8% Cumulative
Convertible Preferred Stock, without par value, of the Company (filed
as Exhibit 4.1 to the Company's Form 8-K filed December 12, 1996
(Commission File No. 0-10421) and incorporated by reference herein)
4.6** Certificate of Designations of 458,621 Shares of 8%
Cumulative Convertible Preferred Stock, Series A,
without par value, of the Company (filed as Exhibit 4.2
to the Company's Form 8-K filed December 12, 1996
(Commission File No. 0-10421) and incorporated by
reference herein)
5.1 Opinion of Lionel Sawyer & Collins
8.1 Opinion of Shearman & Sterling as to certain tax matters
23.1 Consent of Lionel Sawyer & Collins (contained in the
opinion filed as Exhibit 5.1)
23.2 Consent of Shearman & Sterling (contained in the opinion
filed as Exhibit 8.1)
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney
* To be filed by amendment or incorporated by reference with the offering of
Securities.
** Previously filed.
[LIONEL SAWYER & COLLINS LETTERHEAD]
December 16, 1996
(702) 383-8888
Cornerstone Properties, Inc.
126 East 56th Street
New York, New York 10022
Re: Cornerstone Properties Inc.
Registration Statement on Form S-3
Dear Sir:
We have acted as special Nevada counsel for Cornerstone Properties, Inc.,
a Nevada corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 ("Registration Statement"), being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), with respect to the
registration by the Company of up to five hundred million ($500,000,000) dollars
of shares ("Shares") of Common Stock, no par value per share, of the Company
("Common Stock"), such Shares to be issued and offered in accounts and at prices
per share to be determined at the time of such issuance and offering, and set
forth in one or more prospectus supplements to the Registration Statement (each
a "Prospectus Supplement"). The Company has provided us with a draft prospectus
("Prospectus"), which is a part of the Registration Statement. Capitalized terms
used in this Opinion Letter and not defined herein shall have the meaning given
to them in the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The Law covered by the Opinions expressed herein
is limited to the State of Nevada.
We have examined originals or copies of such corporate records and
certificates of public officials as we have deemed necessary or advisable for
the purposes of this Opinion Letter. We have relied upon the certificates of all
public officials and corporate officers with respect to the accuracy of all
matters contained therein.
Based upon and subject to the foregoing, and subject to the
qualifications, limitations, restrictions and assumptions set forth below, we
are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing, and
in good standing under the laws of the State of Nevada.
2. The Company has the authority to issue up to One Hundred Million
(100,000,000) shares of Common Stock.
3. Upon adoption by the Board of Directors of the Company of a resolution
in form and content as required by applicable law with respect to the issuance
of the Shares ("Resolution"), and assuming: (i) the conformity of the
certificate representing the Shares to the form of the specimen thereof examined
by us, (ii) the due execution and delivery of such certificates, (iii) the
receipt of the consideration called for in the Registration Statement and/or the
Prospectus Supplement and the Resolution, and (iv) the issuance of the Shares
does not exceed the authorized but unissued Common Stock at the time of such
issuance (excluding Common Stock unissued but committed for issuance), then upon
issuance and delivery of the Shares pursuant to the Registration Statement
and/or the Prospectus Supplement and the Resolution, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion Letter as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein. In giving this consent, we
do not hereby admit that we are in a category of persons whose consent is
required pursuant to Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder, and we disclaim liability as an expert under
the securities laws of the United States or any other jurisdiction.
Very truly yours,
/s/ LIONEL SAWYER & COLLINS
[SHEARMAN & STERLING LETTERHEAD]
December 16, 1996
Cornerstone Properties Inc.
126 East 56th Street
New York, NY 10022
Certain Federal Income Tax Matters
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to
Cornerstone Properties Inc. (the "Company") in connection with the Company's
registration statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to an offering of the Company's
Common Stock, without par value with an aggregate public offering price of
$500,000,000. This opinion relates to the Company's qualification for federal
income tax purposes as a real estate investment trust (a "REIT") as defined in
section 856 of the Internal Revenue Code of 1986, as amended (the "Code").
In rendering the following opinions, we have examined the Articles
of Incorporation and Bylaws of the Company, and such other records, certificates
and documents as we have deemed necessary or appropriate for purposes of
renderng the opinions set forth herein. We have reviewed the Registration
Statement and the documents incorporated by reference therein (the "Incorporated
Documents") that describe the Company and its investments and activities. We
have relied upon the represenations of the Company and its affiliates and
certain officers therof (including, without limitation, representations
contained in a representation letter dated as of this date) regarding the manner
in which the Company has been and will continue to be owned and operated. We
assume that the Company has been and will be operated in accordance with
applicable laws and the terms and conditions of applicable documents, and that
the descriptions of the Company and its investments, and the proposed
investments, activities, operations and governance of the Company set forth in
the Incorporated Documents continue to be true.
Based upon and subject to the foregoing and based upon the Code, the
Regulations issued by the United States Treasury Department thereunder, court
decisions, and rulings and other pronouncements of the Internal Revenue Service,
all as in effect on the date hereof, we are of the opinion that:
(i) For the taxable years 1993, 1994 and 1995, the Company's
organization and operations have conformed with the requirements for
qualification and taxation as a REIT, and the Company's proposed
method of operation will enable it to continue to meet the
requirements for qualification and taxation as a REIT, and
(ii) The statements in the Incorporated Documents set forth under
the caption "Federal Income Tax Considerations," to the extent
constituting matters of law, summaries of legal matters, or legal
conclusions, are accurate in all material respects.
Qualification of the Company as a REIT, however, will depend upon
the Company's satisfaction annually of the various qualification tests imposed
by the Code, and no assurance can be made that the Company will be able to
satisfy or will actually satisfy these various qualification tests. We do not
undertake to monitor whether the Company will, in fact, satisfy the various
qualification tests, and we express no opinion whether the Company actually will
satisfy these various qualification tests in the future.
This opinion is based on current federal income tax law, and we do
not undertake to advise you as to any future changes in federal income tax law
that may affect this opinion unless we are specifically engaged to do so.
This opinion relates solely to federal income tax law, and we do not
undertake to render any opinion as to the qualification of the Company as a REIT
under any state or local corporate franchise or income tax laws.
We hereby consent to the use of our name and opinions under "Certain
Federal Income Tax Considarations" in the Registration Statement and the
reference to our name under the heading "Legal Matters" in the Registration
Statement. This opinion has been delivered to you and is intended solely for
your benefit. It may not be relied upon for any other purpose or by any other
person or entity, and it may not be made available to any other person or
entity.
Very truly yours,
/s/ SHEARMAN & STERLING
PHB/EP
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated March 5, 1996, on our audits of the consolidated
financial statements of Cornerstone Properties Inc. as of December 31, 1995 and
1994, and for the years ended December 31, 1995, 1994 and 1993, which report is
included in Cornerstone Properties Inc.'s 1995 Annual Report on Form 10-K. We
also consent to the reference to our Firm under the caption "Experts" in the
Prospectus which is part of this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
New York, New York
December 16, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Dr. Rolf-E. Breuer, Chairman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Cecil D. Conlee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ George Abbott Davis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Blake Eagle
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Dr. Karl-Ludwig Hermann
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Hans C. Mautner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Gerald Rauenhorst
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Michael J.G. Topham
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John S. Moody, Rodney C. Dimock, Thomas P. Loftus, Kevin P. Mahoney,
and each of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (1) a Registration Statement on Form
S-3 or other appropriate form covering up to $500,000,000 of Common Stock of the
Company and any and all amendments (post-effective or otherwise) to, and
supplements to any prospectus contained in, such registration statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Company's Annual Report on Form 10-K for the
year ended December 31, 1996; and (3) any other reports or registration
statements to be filed by the Company with the Securities and Exchange
Commission and/or any national securities exchange under the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with such reports or
registration statements or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
any State or other political subdivision thereof; granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
December 10, 1996
/s/ Berthold T. Wetteskind
