SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 1996
CORNERSTONE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
Nevada 0-10421 74-2170858
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
Cornerstone Properties Inc.
126 East 56th Street
New York, NY 10022
(Address of principal executive offices)
(212) 605-7100
(Registrant's telephone number,
including area code)
The registrant hereby amends Item 2 and Item 7 of its Current Report on
Form 8-K, dated December 12, 1996, as set forth in the pages attached hereto.
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Item 2. Acquisition or Disposition of Assets
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The issuance of $66,500,000 of 8% Cumulative Convertible Preferred Stock,
Series A, by the Company to Hexalon Real Estate, Inc. in exchange for
$40,000,000 cash and the Frick Building was an arm's length negotiated
transaction reflecting the Company's assessment of the value of the Frick
Building. The Company's assessment includes, but is not limited to, the quality
of the tenant base, regional demographics, the competitive environment,
operating expenses and local property taxes. In addition, the physical aspects
of the property, location, condition and quality of design and construction are
evaluated. The Company also conducts engineering and environmental studies. All
factors, when viewed in their entirety, are reflected in the Company's
assessment of value.
<PAGE>
Item 7.
CORNERSTONE PROPERTIES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet at
September 30, 1996 reflects the acquisition of One Lincoln Centre as if the
transaction had occurred on that date.
The pro forma condensed consolidated statements of operations for the year
ended December 31, 1995 and the nine months ended September 30, 1996 assumes the
acquisition of Tower 56 and One Lincoln Centre as if they had occurred on
January 1, 1995. This pro forma information is based on the historical
statements of Cornerstone after giving effect to the acquisition of these
Properties.
The unaudited pro forma condensed consolidated financial statements have
been prepared by Cornerstone Properties Inc. management. The unaudited pro forma
condensed consolidated statements of operations may not be indicative of the
results that would have actually occurred had the acquisitions been made on the
dates indicated. Also, they may not be indicative of the results that may be
achieved in the future. The unaudited pro forma condensed consolidated financial
statements should be read in conjunction with Cornerstone's audited statements
as of December 31, 1995 and for the year then ended (which are contained in
Cornerstone's Form 10-K for the year ended December 31, 1995) and the unaudited
financial statements as of September 30, 1996 and for the nine months then ended
(which are contained in Cornerstone's Form 10-Q for the period ended September
30, 1996) and the accompanying notes.
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORNERSTONE PROPERTIES INC. (Registrant)
By: /s/ John S. Moody
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John S. Moody
President and Chief Executive Officer
Date: February 21, 1997
By: /s/ Thomas P. Loftus
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Thomas P. Loftus
Vice President and Controller
(Principal Financial Officer)
Date: February 21, 1997
