FORM 10-K/A
Amendment #1
Securities and Exchange Commission
Washington, DC 20549
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Fiscal Year Ended December 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from _____________ to
------------.
Commission File Number 0-10421
CORNERSTONE PROPERTIES INC.
(Exact name of Registrant as specified in its Charter)
Nevada 74-2170858
(State or other jurisdiction of (IRS Employer
incorporation and organization) Identification No.)
126 East 56th Street
New York, NY 10022
(Address of principal
executive offices)
(212) 605-7100
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]
The registrant hereby amends pages F-4 and F-7 of its Form 10-K, dated
February 25, 1997, as set forth in the pages attached hereto.
<PAGE>
<TABLE>
CORNERSTONE PROPERTIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollar amounts in thousands, except per share amounts)
<CAPTION>
1996 1995 1994
---------- ---------- ---------
<S> <C> <C> <C>
Revenues
Office and parking rentals $ 111,494 $ 88,548 $ 83,557
Interest and other income 5,414 3,839 2,017
---------- ---------- ---------
Total Revenues 116,908 92,387 85,574
---------- ---------- ---------
Expenses
Building operating expenses 24,578 19,233 19,065
Real estate taxes 19,610 12,297 10,926
Interest expense 31,345 29,467 30,792
Depreciation and amortization 24,801 23,877 23,432
General and administrative 6,312 5,553 3,869
---------- ---------- ---------
Total Expenses 106,646 90,427 88,084
---------- ---------- ---------
10,262 1,960 (2,510)
---------- ---------- ---------
Other income (expenses)
Net gain (loss) on interest rate
swaps (Note 8) 4,278 (7,672) -
Minority Interest (1,519) (3,417) (3,899)
---------- ---------- ---------
Income (loss) before extraordinary item 13,021 (9,129) (6,409)
Extraordinary loss (Note 4) (3,925) (4,445) (581)
---------- ---------- ---------
Net income (loss) $ 9,096 $(13,574) $ (6,990)
========== ========== =========
Net income (loss) applicable to common
stockholders $ 3,943 $(15,023) $ (6,990)
========== ========== =========
Income (loss) before extraordinary
item per share (Note 1) $ 0.39 $ (0.67) $ (0.48)
========== ========== =========
Net income (loss) per share (Note 1) $ 0.19 $ (0.94) $ (0.53)
========== ========== =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
F-4
<PAGE>
CORNERSTONE PROPERTIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
1. NATURE OF COMPANY'S BUSINESS
AND SIGNIFICANT ACCOUNTING POLICIES
Investment Property
-------------------
The costs of the buildings, garages and improvements are being depreciated on
the straight-line method over their estimated useful lives, ranging from 20
years for electrical and mechanical installations to 40 years for structural
components. Tenant improvements are being amortized over the terms of the
related leases.
Cornerstone and the real estate partnerships hold the Properties for
long-term investment and such investments are carried at cost less
accumulated depreciation. In accordance with SFAS No. 121, whenever events or
changes in circumstances indicate that the carrying value of an asset may not
be recoverable (such as a significant adverse action by a regulator or a
significant physical change in the property), the Company's policy is to
assess any impairment in value by making a comparison of the current and
projected cash flows of each property over its remaining useful life
(undiscounted and without interest charges), to the carrying amount of each
property. Such carrying amount would be adjusted, if necessary, to reflect an
impairment in value of the property. No such adjustment has been made in the
accompanying financial statements.
F-7
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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)
/s/ John S. Moody
John S. Moody, President & CEO
DATED: March 10, 1997
