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
July 28, 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)
<PAGE>
Item 5. Other Events.
-------------
The press release issued by the Registrant, dated July 28, 1997, a
copy of which is included with this Form 8-K as Exhibit 99, is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Exhibit 99 - Press release, dated July 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: July 28, 1997
By: /s/ Thomas P. Loftus
Thomas P. Loftus, Vice President and Controller
(Principal Financial Officer)
Date: July 28, 1997
EXHIBIT 99
CORNERSTONE PROPERTIES' TWO LARGEST SHAREHOLDERS
CONVERT PREFERRED STOCK TO COMMON SHARES
New York, NEW YORK (July 28, 1997) -- Cornerstone Properties Inc. (NYSE:CPP) is
pleased to announce that its two largest shareholders, Hexalon Real Estate, Inc.
("Hexalon") and The New York State Teachers' Retirement System ("NYSTRS") have
converted their preferred shares into common shares.
The conversion was based upon a predetermined average share price set at the
time of the $166.5 million private placement of preferred equity to Hexalon and
NYSTRS in November 1996. Upon meeting the target of having an average share
price in excess of $16.00 over a twenty-day period, NYSTRS and Hexalon were
contractually obligated to convert their shares. After the conversion,
Cornerstone has 48,680,946 common shares outstanding, of which NYSTRS owns
6,896,550 shares (14.17%) and Hexalon owns 4,586,210 shares (9.42%).
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.
