SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment # 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 4, 1998
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.
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 Item 7 of its Current Report on Form 8-K, dated
August 25, 1998, as set forth in the pages attached hereto.
<PAGE>
Item 7.Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 23.1 - Consent of Arthur Andersen LLP,Independent Public
Accountants, dated September 4, 1998.
Exhibit 23.2 - Consent of Ernst and Young LLP,Independent Public
Accountants, dated September 4, 1998.
<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: September 4, 1998
By: /s/ Kevin P. Mahoney
-----------------------------------
Kevin P. Mahoney, Senior Vice
President and Chief Financial
Officer
Date: September 4, 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 30, 1998 included in this Form 8-K
into Cornerstone Properties Inc.'s previously filed Registration
Statements: Form S-8 (File No. 333-59923), Form S-3 (File No. 333-18303),
Form S-3 (File No. 333-47149) and Form S-3 (File No. 333-59259).
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
September 4, 1998
Consent of Independent Auditors
We consent to the incorporation by reference in Amendment No. 4 to the
Registration Statement (Form S-3 No. 333-18303) of Cornerstone Properties
Inc. and in the related Prospectus; in the Registration Statement (Form S-8
No. 333-59923) of Cornerstone Properties Inc. and in the related
Prospectus; in the Registration Statement (Form S-3 No. 333-47149) of
Cornerstone Properties Inc. and in the related Prospectus; and in the
Registration Statement (Form S-3 No. 333-59259) of Cornerstone Properties
Inc. and in the related Prospectus, of our report dated June 12, 1998 with
respect to the Statement of Revenues and Certain Expenses of One Memorial
Drive, Cambridge, Massachusetts, included in its Current Report on Form 8-K
dated August 26, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
September 4, 1998
