SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 2
Current Report
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
March 10, 1997
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.)
Tower 56
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 the Report of Ernst & Young LLP, Independent
Auditors, of its Current Report on Form 8-K/A, dated February 24, 1997, as set
forth in the pages attached hereto.
<PAGE>
Report of Independent Auditors
To the Board of Directors
Cornerstone Properties Inc.
We have audited the Statement of Revenues and Certain Expenses of 527 Madison
Avenue (the Property) as described in Note 2 for the year ended December 31,
1996. The Statement of Revenues and Certain Expenses is the responsibility of
the Property's management. Our responsibility is to express an opinion on the
Statement of Revenues and Certain Expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Statement of Revenues and Certain Expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Statement of Revenues and Certain
Expenses. An audit also includes assessing the accounting principles used and
estimates made by management, as well as evaluating the overall presentation of
the Statement of Revenues and Certain Expenses. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying Statement of Revenues and Certain Expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission described in Note 2 and is not intended to be a complete
presentation of the Property's revenues and expenses.
In our opinion, the Statement of Revenues and Certain Expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses as
described in Note 2 for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
The accompanying statement of revenue and certain expenses for 1995 was not
audited by us and, accordingly, we do not express an opinion on it.
Ernst & Young LLP
Stamford, Connecticut
February 14, 1997
<PAGE>
SIGNATURES
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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: March 10, 1997
By: /s/ Thomas P. Loftus
Thomas P. Loftus, Vice President and Controller
(Principal Financial Officer)
Date: March 10, 1997
