SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 27, 1997 (Date of earliest event reported)
CORNERSTONE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
Nevada 0-10421 74-2170858
(State or other jurisdiction of (Commission (IRS 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)
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Item 2. Acquisition or Disposition of Assets
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The press releases issued by the Registrant, dated October 27, 1997
and October 28, 1997 copies of which are included with this Form
8-K as Exhibit 99, are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 99 - Press releases, dated October 27, 1997 and
October 28, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CORNERSTONE PROPERTIES INC.
(Registrant)
By: /s/John S. Moody.
John S. Moody, President
and Chief Executive Officer
Date: October 30, 1997
By: /s/Thomas P. Loftus.
Thomas P. Loftus, Vice President
and Controller
(Principal Financial Officer)
Date: October 30, 1997
<PAGE>
EXHIBIT 99
CORNERSTONE PROPERTIES INC.
RECEIVES SHAREHOLDER APPROVAL OF DUTCH INSTITUTIONAL HOLDING COMPANY, INC.
ACQUISITION
New York, NEW YORK (October 27, 1997) -- After a special shareholder meeting
held today, Cornerstone Properties Inc. (NYSE:CPP) announced that it had
received the votes necessary to approve its pending purchase of interests in
nine properties and an undeveloped parcel of land from Dutch Institutional
Holding Company, Inc. for up to 34,187,500 shares of Cornerstone common stock,
$259.5 million in cash and $250 million of promissory notes. Concurrently,
shareholders also approved the inclusion of new provisions to Cornerstone's
Restated Articles of Incorporation designed to cause the Company to become a
"domestically controlled REIT" under U.S. tax laws, a condition precedent to the
closing of the acquisition.
During the shareholder meeting, motions to increase the number of authorized
shares of common stock available from 100,000,000 shares to 250,000,000 shares
and to clarify certain trading mechanics on the New York Stock Exchange were
also ratified.
On August 18, Cornerstone announced that the Company had entered into a
definitive agreement for the acquisition of interests in nine premier office
buildings totaling 4.5 million square feet and a parcel of land from DIHC, the
U.S. real estate subsidiary of the Dutch pension fund Pensioenfonds PGGM. The
office buildings, which are all Class A or trophy quality properties, are
located in the Atlanta, Boston, Charlotte and Washington D.C. markets.
The Cornerstone/DIHC merger is scheduled to close by the end of this month and
is expected to be accretive to funds from operations. After the closing,
Cornerstone Properties will own 17 premier office buildings totaling 9.5 million
square feet in some of the nation's strongest office markets. Commenting on the
meeting's outcome, John S. Moody, President and Chief Executive Officer of
Cornerstone Properties, said, "We are very pleased to have received our
shareholders' approval so that we can now complete our merger with DIHC. We view
their approval of both the DIHC transaction and the increase in the number of
authorized shares available as a strong endorsement of our strategy to increase
the size of the Company through further accretive acquisitions."
Mr. Moody continued, "The DIHC acquisition was a unique opportunity for
Cornerstone to purchase a premier portfolio of high-profile Class A assets at
very attractive yields in a single transaction. We believe the acquisition will
solidify Cornerstone's status as the market's leading Class A office REIT, and
we are optimistic that nearly doubling Cornerstone's asset base will position
the Company for internal cash flow and FFO growth."
Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing exclusively in Class A office properties in prime
locations in major metropolitan areas and central business districts. The
Company, through its subsidiaries, currently owns eight Class A office
properties throughout the United States comprising nearly 5 million rentable
square feet. Headquartered in New York City, the Company's stock is traded on
the New York Stock Exchange under the ticker symbol CPP.
The matters described herein contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond the Company's control which may cause
material differences in actual results, performance or other expectations. These
factors include, but are not limited to, economic and real estate industry
conditions, leasing risk, rollover risk, tenant credit risk, interest rate risk,
and other factors detailed in the Company's registration statement and periodic
reports filed with the Securities & Exchange Commission.
CORNERSTONE PROPERTIES INC.
CONCLUDES ACQUISITION OF DUTCH INSTITUTIONAL HOLDING COMPANY, INC. PORTFOLIO
New York, NEW YORK (October 28, 1997) -- Cornerstone Properties Inc. (NYSE:CPP)
announced today that, immediately following its shareholder meeting held on
October 27 wherein shareholder approval was obtained pursuant to its proxy, the
Company concluded its purchase of interests in nine premier office buildings and
an undeveloped parcel of land from Dutch Institutional Holding Company, Inc. for
up to 34,187,500 shares of Cornerstone common stock, $259.5 million in cash and
$250 million of promissory notes.
The transaction was closed in accordance with the terms and conditions set forth
in the definitive agreement as described in its proxy.
Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing exclusively in Class A and trophy quality office
properties in prime locations in major metropolitan areas and central business
districts. The Company, through its subsidiaries, currently owns 17 Class A or
trophy quality office properties throughout the United States totaling 9.5
million rentable square feet. Headquartered in New York City, the Company's
stock is traded on the New York Stock Exchange under the ticker symbol CPP.
