SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 1998 (Date of earliest event reported)
CORNERSTONE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
NEVADA 1-12861 74-2170858
(State or other jurisdiction (Commission (IRS Employer
of 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)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On December 16, 1998 (the "Effective Date"), Cornerstone Properties Inc.
("Cornerstone") completed its previously announced acquisition of substantially
all of the properties and real estate operations conducted by William Wilson &
Associates ("Wilson") and its affiliates (the "Wilson Acquisition") pursuant to
a Contribution Agreement and Agreement and Plan of Merger, dated as of June 22,
1998, as amended (the "Contribution Agreement"), by and among Cornerstone,
Cornerstone Properties Limited Partnership (the "Operating Partnership"), Wilson
and the entities listed on Schedule I to the Contribution Agreement. In
connection with the Wilson Acquisition, Cornerstone issued 14,884,402 shares of
Cornerstone common stock and 16,206,120 Class A Common Units of the Operating
Partnership, a limited partnership of which Cornerstone is the sole general
partner, and an aggregate of approximately $389 million in cash. The total value
of the Wilson Acquisition is approximately $1.81 billion.
Cornerstone's Proxy Statement, dated November 13, 1998, which was mailed to
stockholders of Cornerstone on November 13, 1998 (the "Proxy Statement"), sets
forth certain information regarding the Wilson Acquisition, including, but not
limited to, the terms of the Contribution Agreement, a description of the assets
involved, the nature and amount of consideration paid by Cornerstone therefor,
the method used for determining the amount of such consideration, the nature of
any material relationships between Cornerstone and Wilson or any officer or
director of Wilson or any associate of any such officer or director, the nature
of the business of Cornerstone and Wilson and the intended structure and
operation of the combined company after the Wilson Acquisition. A complete
description of the Wilson Acquisition is contained in the Contribution Agreement
filed as Annex A to the Proxy Statement and is hereby incorporated by reference.
In addition, the information set forth under Item 5 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 5. Other Events
Matters Related to the Wilson Acquisition.
Board of Directors. On the Effective Date, pursuant to the Contribution
Agreement and the Amended and Restated Bylaws of Cornerstone, the following
persons became members of the Board of Directors of Cornerstone: William Wilson
III, Donald G. Fisher and Randall A. Hack.
Stockholder Approval. At a special meeting in New York, New York on
December 14, 1998, the stockholders of Cornerstone approved the issuance of
shares of Cornerstone Common Stock (directly and upon redemption of Class A
Common Units of the Operating Partnership) pursuant to the Contribution
Agreement.
Amended and Restated Bylaws. Effective as of the Effective Date, the Board
of Directors of Cornerstone adopted the Amended and Restated Bylaws of
Cornerstone pursuant to the Contribution Agreement. The Amended and Restated
Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Press Releases. Copies of the press releases (i) announcing the closing of
the Wilson Acquisition, (ii) announcing a special dividend relating to the
closing of the Wilson Acquisition and (iii) announcing the approval by
stockholders of the issuance of shares of Cornerstone common stock in the Wilson
Acquisition are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this
Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. The required financial
statements will be filed on Form 8-K/A as soon as practicable, but in any event
within 60 days after this Current Report on Form 8-K is filed.
(b) Pro Forma Financial Information. The required financial statements will
be filed on Form 8-K/A as soon as practicable, but in any event within 60 days
after this Current Report on Form 8-K is filed.
(c) Exhibits
2.1 Contribution Agreement (incorporated by reference to Annex A to
Cornerstone's Proxy Statement dated November 13, 1998 (File No. 1-12861)).
3.1 Amended and Restated Bylaws of Cornerstone.
99.1 Text of Press Release dated December 16, 1998.
99.2 Text of Press Release dated December 7, 1998.
99.3 Text of Press Release dated December 14, 1998.
<PAGE>
SIGNATURE
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)
Date: December 31, 1998 By: /s/ Kevin P. Mahoney
Name: Kevin P. Mahoney
Title: Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS
OF
CORNERSTONE PROPERTIES INC.
AMENDED AND RESTATED BYLAWS
OF
CORNERSTONE PROPERTIES INC.
Adopted: December 16, 1998
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of Cornerstone
Properties Inc. (the "Corporation") in the State of Nevada shall be at the
principal office of The Corporation Trust Company of Nevada in the City of Reno,
County of Washoe, and the registered agent in charge thereof shall be The
Corporation Trust Company of Nevada.
SECTION 1.02. Other Offices. The Corporation may also have an office or
offices at any other place or places within or without the State of Nevada as
the Board of Directors of the Corporation (the "Board") may from time to time
determine or the business of the Corporation may from time to time require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors of the Corporation ("Directors"), and
for the transaction of such other business as may properly come before such
meeting, shall be held at such place, date and time as shall be fixed by the
Board and designated in the notice or waiver of notice of such annual meeting;
provided, however, that no annual meeting of stockholders need be held if all
actions, including the election of Directors, required by the General
Corporation Law of the State of Nevada (the "General Corporation Law") to be
taken at such annual meeting are taken by written consent in lieu of meeting
pursuant to Section 2.09 hereof.
SECTION 2.02. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called by the Board or the Chairman of the Board, the
President or the Secretary of the Corporation or by the recordholders of at
least a majority of the shares of common stock of the Corporation issued and
outstanding ("Shares") and entitled to vote thereat, to be held at such place,
date and time as shall be designated in the notice or waiver of notice thereof.
SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided by law,
written notice of each annual or special meeting of stockholders stating the
purpose, place, date and time of such meeting shall be given personally or by
first-class mail to each recordholder of Shares (a "Stockholder") entitled to
vote thereat, not less than 10 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the mail, postage prepaid, directed to the Stockholder at such Stockholder's
address as it appears on the records of the Corporation. If, prior to the time
of mailing, the Secretary of the Corporation (the "Secretary") shall have
received from any Stockholder a written request that notices intended for such
Stockholder are to be mailed to some address other than the address that appears
on the records of the Corporation, notices intended for such Stockholder shall
be mailed to the address designated in such request.
(b) Notice of a special meeting of Stockholders may be given by the person
or persons calling the meeting, or, upon the written request of such person or
persons, such notice shall be given by the Secretary on behalf of such person or
persons. If the person or persons calling a special meeting of Stockholders give
notice thereof, such person or persons shall deliver a copy of such notice to
the Secretary. Each request to the Secretary for the giving of notice of a
special meeting of Stockholders shall state the purpose or purposes of such
meeting.
SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting of
Stockholders need not be given to any Stockholder who files a written waiver of
notice with the Secretary, signed by the person entitled to notice, whether
before or after such meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of Stockholders need be specified in any written waiver
of notice thereof. Attendance of a Stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice of such meeting, except when such
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of Stockholders, annual or
special, is adjourned to another date, time or place, notice need not be given
of the adjourned meeting if the date, time and place thereof are announced at
the meeting at which the adjournment is taken. If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Stockholder entitled to vote thereat. At the adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or the Articles
of Incorporation of the Corporation (the "Articles of Incorporation"), the
recordholders of 20% of the Shares entitled to vote thereat, present in person
or by proxy, shall constitute a quorum for the transaction of business at all
meetings of Stockholders, whether annual or special. If, however, such quorum
shall not be present in person or by proxy at any meeting of Stockholders, the
Stockholders entitled to vote thereat may adjourn the meeting from time to time
in accordance with Section 2.05 hereof until a quorum shall be present in person
or by proxy.
SECTION 2.07. Voting. Each Stockholder shall be entitled to one vote for
each Share held of record by such Stockholder. Except as otherwise provided by
law, the Articles of Incorporation or these Bylaws, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before such
meeting.
SECTION 2.08. Proxies. Each Stockholder entitled to vote at a meeting of
Stockholders or to express, in writing, consent to or dissent from any action of
Stockholders without a meeting may authorize another person or persons to act
for such Stockholder by proxy. Such proxy shall be filed with the Secretary
before such meeting of Stockholders or such action of Stockholders without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than six months from its date, unless the proxy provides for a longer
period, which may not exceed seven years.
SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any action required
by the General Corporation Law to be taken at any annual or special meeting of
Stockholders, and any action which may be taken at any annual or special meeting
of Stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the recordholders of a majority of the Shares, except that if
a different number of votes is required to authorize or take such action at a
meeting, then that proportion of written consents is required.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the Corporation
shall be managed by the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by Stockholders.
SECTION 3.02. Number and Term of Office. The number of Directors shall be
not less than three nor more than eighteen. As of the date of the adoption of
these Bylaws, the number of Directors constituting the Board shall be fourteen.
The number of Directors constituting the Board may be increased or decreased by
a resolution adopted by a majority of the entire Board; provided, however, that
during the "Wilson Period" (as defined herein) and during the "PGGM Period" (as
defined herein), such resolution shall also have been adopted by a unanimous
vote of the Board Affairs Committee of the Board. Directors need not be
Stockholders. Directors shall be elected at the annual meeting of Stockholders
or, if, in accordance with Section 2.01 hereof, no such annual meeting is held,
by written consent in lieu of meeting pursuant to Section 2.09 hereof, and each
Director shall hold office until his successor is elected and qualified, or
until his earlier death or resignation or removal in the manner hereinafter
provided. The "Wilson Period" shall mean the period from the date of adoption of
these Bylaws until and including the third anniversary of that date. "PGGM"
shall mean Stichting Pensioenfonds Voor de Gezondheid, Geestelijke en
Maatschappelijke Belangen. "DIHC" shall mean Dutch Institutional Holding
Company, Inc., a Delaware corporation. "Affiliate" shall mean, with respect to
any specified individual, partnership, firm, corporation, trust, association,
unincorporated organization or other entity, as well as any syndicate or group
that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended ("Person"), any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such specified Person. The "PGGM Period" shall mean
the period that ends on the earlier of (i) the date on which PGGM and DIHC and
their respective Affiliates own in the aggregate less than 25% of the Shares or
(ii) October 31, 2002.
SECTION 3.03. Members of the Board. (a) Subject to the provisions of
Section 3.09 hereof, during the Wilson Period the Board shall nominate for
election to the Board at any special or annual meeting of stockholders at which
directors are being elected (or in connection with a written consent in lieu of
a meeting pursuant to which directors are proposed to be elected), or appointed
in accordance with Section 3.07 of these Bylaws, William Wilson III ("Wilson
III") and two other individuals designated by Wilson III from time to time
(together with Wilson III, collectively, the "Wilson Directors") provided that
at least one Wilson Director must (i) satisfy the criteria for independent
directors described in the New York Stock Exchange, Inc. Listed Company Manual
and (ii) satisfy the criteria for non-employee directors described in Rule
16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, as amended
(each Director satisfying such criteria hereinafter referred to as
"Independent"), and further provided that upon the death or incapacity of Wilson
III, his designee, who shall initially be Patricia W. Wilson, or such other
person as is designated from time to time by Wilson III (the "Wilson Designee"),
shall have the right to designate an individual to be nominated by the Board to
replace Wilson III as a Director, which individual shall have the right to
designate the other individuals to be nominated as Wilson Directors. In the
event that the Wilson Designee is not able, for whatever reason, to designate an
individual to be nominated to replace Wilson III as a Director, that designation
shall be made by the remaining Wilson Directors acting unanimously.
(b) So long as PGGM and DIHC and their respective Affiliates own in the
aggregate 5% or more of the Shares, the Board shall nominate for election to the
Board at any special or annual meeting of Stockholders at which Directors are
being elected (or in connection with a written consent in lieu of a meeting
pursuant to which Directors are proposed to be elected), or appointed in
accordance with Section 3.07 of these Bylaws, two individuals designated by PGGM
("PGGM Directors").
(c) During the PGGM Period, no nominee for election as a Director of the
Corporation shall be a person affiliated with PGGM or DIHC or any of their
respective Affiliates, other than two PGGM Directors.
(d) Until both the Wilson Period and the PGGM Period have expired, all
nominees for election as Directors of the Corporation by the Board (other than
PGGM Directors who are employees, officers or directors of PGGM or DIHC, Wilson
III and Incumbent Directors (defined below)) must be approved by the unanimous
vote of the members of the Board Affairs Committee. "Incumbent Director" shall
mean (i) all of the individuals constituting the Board of Directors of the
Corporation on the date hereof, (ii) all individuals hereafter designated as
nominees to the Board by the New York State Teachers' Retirement System pursuant
to a letter agreement dated November 22, 1996, (iii) all individuals hereafter
designated as nominees to the Board by Hexalon Real Estate, Inc. pursuant to a
letter agreement dated November 7, 1996, and (iv) one individual at any time
hereafter designated as a nominee to the Board by Deutsche Bank AG.
SECTION 3.04. The Chairman of the Board. The Board may select a Chairman of
the Board of the Corporation (the "Chairman") who shall have the power to call
special meetings of Stockholders, to call special meetings of the Board and, if
present, to preside at all meetings of Stockholders and all meetings of the
Board. The Chairman shall perform all duties incident to the office of Chairman
of the Board and all such other duties as may from time to time be assigned to
him by the Board or these Bylaws. The provisions of Section 4.03 hereof shall
apply to the Chairman. Notwithstanding the foregoing, during the Wilson Period,
Wilson III shall be the Chairman, provided, however that a majority of the Board
may remove Wilson III as Chairman if (i) Wilson III is convicted of, pleads
guilty to or confesses to any felony or any act of fraud, misappropriation or
embezzlement or (ii) a majority of the members of the Board Affairs Committee
determines that Wilson III has engaged in a fraudulent or dishonest act or has
been grossly negligent in carrying out his duties as a Director or Chairman of
the Board, in each case to the material damage or prejudice of the Corporation
or an Affiliate of the Corporation, or in conduct or activities materially
damaging to the property, business or reputation of the Corporation or an
Affiliate of the Corporation.
SECTION 3.05. Resignation. Any Director may resign at any time by giving
written notice to the Board, the Chairman or the Secretary. Such resignation
shall take effect at the time specified in such notice or, if the time be not
specified, upon receipt thereof by the Board, the Chairman or the Secretary, as
the case may be. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3.06. Removal. Any or all of the Directors may be removed, with or
without cause, at any time by vote of the recordholders of two-thirds of the
Shares then entitled to vote at an election of Directors, or by written consent
of the recordholders of Shares pursuant to Section 2.09 hereof.
SECTION 3.07. Vacancies. Vacancies occurring on the Board for any reason,
including, without limitation, vacancies occurring as a result of the creation
of new directorships that increase the number of Directors or removal in
accordance with Section 3.06 of these Bylaws, may be filled by vote of the
recordholders of a majority of the Shares then entitled to vote at an election
of Directors, or by written consent of such recordholders pursuant to
Section 2.09 hereof or by vote of the Board or by written consent of the
Directors pursuant to Section 3.10 hereof. If the number of Directors then in
office is less than a quorum, such vacancies may be filled by vote of a majority
of the Directors then in office or by written consent of all such Directors
pursuant to Section 3.10 hereof. In keeping with the provisions of Section 4(f)
of the Registration Rights and Lock-up Agreement dated as of December 16, 1998,
by and among the Corporation and the persons listed therein, and Section 7.1 of
the Amended and Restated Registration Rights and Voting Agreement by and among
the Corporation, PGGM and DIHC, if a vacancy of the Board is caused by the
vacancy of a Wilson Director during the Wilson Period or a PGGM Director during
the period in which PGGM shall have the right to designate two nominees for
Director pursuant to Section 3.03(b) of these Bylaws, the Board shall fill such
vacancy by appointing another Wilson Director or PGGM Director, as the case may
be. Unless earlier removed pursuant to Section 3.06 hereof, each Director chosen
in accordance with this Section 3.07 shall hold office until the next annual
election of Directors by the Stockholders and until his successor shall be
elected and qualified.
SECTION 3.08. Meetings. (a) Annual Meetings. As soon as practicable after
each annual election of Directors by the Stockholders, the Board shall meet for
the purpose of organization and the transaction of other business, unless it
shall have transacted all such business by written consent pursuant to
Section 3.10 hereof.
(b) Other Meetings. Other meetings of the Board shall be held at such times
as the Chairman, the President, the Secretary or a majority of the Board shall
from time to time determine.
(c) Notice of Meetings. The Secretary shall give written notice to each
Director of each meeting of the Board, which notice shall state the place, date,
time and purpose of such meeting. Notice of each such meeting shall be given to
each Director, if by mail, addressed to him at his residence or usual place of
business, at least two days before the day on which such meeting is to be held,
or shall be sent to him at such place by telecopy, telegraph, cable, or other
form of recorded communication, or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. A written
waiver of notice, signed by the Director entitled to notice, whether before or
after the time of the meeting referred to in such waiver, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of any meeting of the Board need be specified in any written waiver of notice
thereof. Attendance of a Director at a meeting of the Board shall constitute a
waiver of notice of such meeting, except as provided by law.
(d) Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of Nevada as the Board or the Chairman may
from time to time determine, or as shall be designated in the respective notices
or waivers of notice of such meetings.
(e) Quorum and Manner of Acting. A majority of the total number of
Directors then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those Directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the Articles
of Incorporation or these Bylaws. In the absence of a quorum for any such
meeting, a majority of the Directors present thereat may adjourn such meeting
from time to time until a quorum shall be present.
(f) Organization. At each meeting of the Board, one of the following shall
act as chairman of the meeting and preside, in the following order of
precedence:
(i) the Chairman;
(ii) the President;
(iii) any Director chosen by a majority of the Directors present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 3.09. Committees of the Board. (a) Subject to the other provisions
of this Section 3.09, the Board may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more Directors. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member. Any committee of the Board, to the extent
provided in the resolution of the Board designating such committee, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee of
the Board shall keep regular minutes of its proceedings and report the same to
the Board when so requested by the Board.
(b) During the PGGM Period, the members of each committee of the Board,
except the Audit and Compensation Committees, shall include at least one PGGM
Director (if any are members of the Board).
(c) During the Wilson Period, the members of each committee of the Board
shall include one Wilson Director (if any are members of the Board), provided
that any Wilson Director appointed to serve on the Board's Audit or Compensation
Committees shall be Independent.
(d) While Wilson III is a Director, he shall be the Wilson Director that is
a member of the Board Affairs Committee during the Wilson Period.
(e) By resolution dated December 6, 1996, the Board established the Board
Affairs Committee. The duties and responsibilities of the Board Affairs
Committee, as set forth in such resolution, shall not be amended without the
approval of a majority of the members of the entire Board; provided that until
the expiration of the PGGM Period and the Wilson Period, such amendment must
also be approved by the unanimous vote of the members of the Board Affairs
Committee.
(f) Notwithstanding any other provision of this Section 3.09, during the
PGGM Period, no fewer than half of the members of the Investment Committee shall
be individuals that are not employees of the Corporation.
SECTION 3.10. Directors' Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all
the members of the Board or such committee and such consent is filed with the
minutes of the proceedings of the Board or such committee.
SECTION 3.11. Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.
SECTION 3.12. Compensation. Unless otherwise restricted by the Articles of
Incorporation, the Board may determine the compensation of Directors. In
addition, as determined by the Board, Directors may be reimbursed by the
Corporation for their expenses, if any, in the performance of their duties as
Directors. No such compensation or reimbursement shall preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
OFFICERS
SECTION 4.01. Officers. The officers of the Corporation shall be the
President, the Secretary and a Treasurer and may include one or more Vice
Presidents (one or more of whom may be designated an Executive Vice President
and one or more of whom may be designated a Senior Vice President) and one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
offices may be held by the same person.
SECTION 4.02. Authority and Duties. All officers shall have such authority
and perform such duties in the management of the Corporation as may be provided
in these Bylaws or, to the extent not so provided, by resolution of the Board.
SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer
shall be appointed by the Board and shall hold office for such term as may be
determined by the Board. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided.
(b) Any officer may resign at any time by giving written notice to the
Board, the Chairman, the President or the Secretary. Such resignation shall take
effect at the time specified in such notice or, if the time be not specified,
upon receipt thereof by the Board, the Chairman, the President or the Secretary,
as the case may be. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
(c) All officers and agents appointed by the Board shall be subject to
removal, with or without cause, at any time by the Board or by the action of the
recordholders of a majority of the Shares entitled to vote thereon.
SECTION 4.04. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 4.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.
SECTION 4.05. The President. The President shall be the chief executive
officer of the Corporation and shall have general and active management and
control of the business and affairs of the Corporation, subject to the control
of the Board, and shall see that all orders and resolutions of the Board are
carried into effect. The President shall perform all duties incident to the
office of President and all such other duties as may from time to time be
assigned to him by the Board or these Bylaws.
SECTION 4.06. Vice Presidents. Vice Presidents, if any, in order of their
seniority or in any other order determined by the Board, shall generally assist
the President and perform such other duties as the Board or the President shall
prescribe, and in the absence or disability of the President, shall perform the
duties and exercise the powers of the President.
SECTION 4.07. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of Stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of Stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board or the President and shall
act under the supervision of the President. He shall keep in safe custody the
seal of the Corporation and affix the same to any instrument that requires that
the seal be affixed to it and which shall have been duly authorized for
signature in the name of the Corporation and, when so affixed, the seal shall be
attested by his signature or by the signature of the Treasurer of the
Corporation or an Assistant Secretary or Assistant Treasurer of the Corporation.
He shall keep in safe custody the certificate books and stockholder records and
such other books and records of the Corporation as the Board or the President
may direct and shall perform all other duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board or the President.
SECTION 4.08. Assistant Secretaries. Assistant Secretaries of the
Corporation, if any, in order of their seniority or in any other order
determined by the Board, shall generally assist the Secretary and perform such
other duties as the Board or the Secretary shall prescribe, and, in the absence
or disability of the Secretary, shall perform the duties and exercise the powers
of the Secretary.
SECTION 4.09. The Treasurer. The Treasurer shall have the care and custody
of all the funds of the Corporation and shall deposit such funds in such banks
or other depositories as the Board, or any officer or officers, or any officer
and agent jointly, duly authorized by the Board, shall, from time to time,
direct or approve. He shall disburse the funds of the Corporation under the
direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and shall
render a statement of his accounts whenever the Board or the President shall so
request. He shall perform all other necessary actions and duties in connection
with the administration of the financial affairs of the Corporation and shall
generally perform all the duties usually appertaining to the office of
Treasurer. When required by the Board, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board shall
approve.
SECTION 4.10. Assistant Treasurers. Assistant Treasurers of the
Corporation, if any, in order of their seniority or in any other order
determined by the Board, shall generally assist the Treasurer and perform such
other duties as the Board or the Treasurer shall prescribe, and, in the absence
or disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer.
SECTION 4.11. The Controller. The Controller shall keep complete and
accurate books of account relating to the business of the Corporation, including
records of all assets, liabilities, commitments, receipts, disbursements and
other financial transactions of the Corporation and its subsidiaries. He shall
render a statement of the Corporation's financial condition whenever required to
do so by the Board or the President and shall generally perform all the duties
usually appertaining to the office of Controller.
ARTICLE V
CHECKS, DRAFTS, NOTES, AND PROXIES
SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other orders
for the payment of money, notes and other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or officers, agent
or agents of the Corporation and in such manner as shall be determined, from
time to time, by resolution of the Board.
SECTION 5.02. Execution of Proxies. The President, or, in his absence, any
Vice President, may authorize, from time to time, the execution and issuance of
proxies to vote shares of stock or other securities of other corporations held
of record by the Corporation and the execution of consents to action taken or to
be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the
Corporation by the President or any Vice President.
ARTICLE VI
SHARES AND TRANSFERS OF SHARES
SECTION 6.01. Certificates Evidencing Shares. Shares shall be evidenced by
certificates in such form or forms as shall be approved by the Board or they may
be uncertificated. Certificates shall be issued in consecutive order and shall
be numbered in the order of their issue, and shall be signed by the President or
any Vice President and by the Secretary, any Assistant Secretary, the Treasurer
or any Assistant Treasurer. If such a certificate is manually signed by a
transfer agent or registrar, any other signature on the certificate may be a
facsimile. In the event any such officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is
delivered, such certificate may be issued and delivered by the Corporation with
the same effect as if such officer had held such office on the date of delivery.
SECTION 6.02. Stock Ledger. A stock ledger in one or more counterparts
shall be kept by the Secretary, in which shall be recorded the name and address
of each person, firm or corporation owning the Shares evidenced by each
certificate evidencing Shares issued by the Corporation, the number of Shares
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.
SECTION 6.03. Transfers of Shares. Registration of transfers of Shares
shall be made only in the stock ledger of the Corporation upon request of the
registered holder of such Shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.
SECTION 6.04. Addresses of Stockholders. Each Stockholder shall designate
to the Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to such Stockholder, and, if any Stockholder
shall fail to so designate such an address, corporate notices may be served upon
such Stockholder by mail directed to the mailing address, if any, as the same
appears in the stock ledger of the Corporation or at the last known mailing
address of such Stockholder.
SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder
of Shares shall promptly notify the Corporation of any loss, destruction or
mutilation of any certificate or certificates evidencing any Share or Shares of
which he is the recordholder. The Board may, in its discretion, cause the
Corporation to issue a new certificate in place of any certificate theretofore
issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon
the surrender of the mutilated certificate or, in the case of loss, theft or
destruction of the certificate, upon satisfactory proof of such loss, theft or
destruction, and the Board may, in its discretion, require the recordholder of
the Shares evidenced by the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify the
Corporation against any claim made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
SECTION 6.06. Regulations. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates evidencing
Shares.
SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the Stockholders entitled to notice of
or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to, or to dissent from, corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other such action. A determination of the Stockholders
entitled to notice of or to vote at a meeting of Stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.01. Seal. The Board may approve and adopt a corporate seal, which
shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Nevada".
ARTICLE VIII
FISCAL YEAR
SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on
the thirty-first day of December of each year unless changed by resolution of
the Board.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 9.01. Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including amounts paid in
settlement and attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the Corporation or for amounts paid in
settlement to the Corporation, unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
shall determine upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses or amounts as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 9.01(a) and (b) of these
Bylaws, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Section 9.01(a) and (b) of these Bylaws
(unless ordered by a court or advanced pursuant to Section 9.01(e)) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. Such determination shall be made (i) by the
Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
Stockholders of the Corporation.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding shall be paid by the Corporation as they are incurred and in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation pursuant to this Article IX. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may lawfully
be entitled under any law, bylaw, agreement, vote of Stockholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.
(g) For purposes of this Article IX, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article IX with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(h) For purposes of this Article IX, references to "other enterprise" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article IX.
(i) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 9.02. Insurance for Indemnification. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and liability and expenses incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of Section 751 of the General Corporation Law.
ARTICLE X
AMENDMENTS
SECTION 10.01. Amendments. (a) Any Bylaw may be adopted, amended or
repealed by the vote of the recordholders of a majority of the Shares then
entitled to vote at an election of Directors or by written consent of
Stockholders pursuant to Section 2.09 hereof, or by vote of the Board or by
written consent of Directors pursuant to Section 3.10 hereof.
(b) Notwithstanding the provisions of Subsection 10.01(a), during the
Wilson Period, any amendment by the Board of this Subsection 10.01(b) or of
Sections 3.02, 3.03, 3.04, 3.07 or 3.09, shall require the affirmative vote a
majority of the members of the entire Board and the unanimous approval of the
members of the Board Affairs Committee.
(c) Notwithstanding the provisions of Subsection 10.01(a): (i) during the
PGGM Period, any amendment by the Board of this Subsection 10.01(c)(i) or of
Sections 3.02, 3.03, 3.07 or 3.09, shall require the affirmative vote a majority
of the members of the entire Board and the unanimous approval of the members of
the Board Affairs Committee, and (ii) so long as PGGM and DIHC and their
respective Affiliates own in the aggregate 5% or more of the issued and
outstanding Shares, any amendment by the Board of Subsection 3.03(b) hereof and
this Subsection 10.01(c), shall require the affirmative vote of a majority of
the members of the entire Board and the unanimous approval of the members of the
Board Affairs Committee.
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
December 16, 1998
FOR ADDITIONAL INFOMRATION, CONTACT:
AT CORNERSTONE PROPERTIES: AT WILLIAM WILSON & ASSOCIATES
- -------------------------- ------------------------------
John S. Moody Karin Maas William Wilson III Pamela Hittleman
Chairman & CEO VP, Investor Relations President & CEO Client Relations
(212) 605-7101 (212) 605-7113 (650) 358-5325 (650) 358-5348
CORNERSTONE PROPERTIES INC. CONCLUDES $1.81 BILLION MERGER
WITH WILLIAM WILSON & ASSOCIATES
New York, NEW YORK (December 16, 1998) -- Cornerstone Properties Inc. (NYSE:CPP)
announced today that the Company has concluded its previously announced $1.81
billion merger with William Wilson & Associates.
As part of the transaction, the Board of Directors has been increased from 11 to
14 directors. William Wilson III, formerly President and Founder of William
Wilson & Associates, was appointed Chairman of Cornerstone Properties. Donald G.
Fisher, Chairman and Founder of The Gap and Randall A. Hack, Founding Member of
Nassau Capital L.L.C. which manages a $1.2 billion portfolio of private equity
and real estate investments for Princeton University, were both elected as board
members.
John S. Moody, former Chairman and Chief Executive Officer was elected President
and Chief Executive Officer. In addition to serving as Chairman of the Board of
Directors, Mr. Wilson will serve as President of Wilson Cornerstone Properties,
the western operating division of Cornerstone.
Following the closing, Cornerstone now owns a national portfolio of Class A real
estate totaling 21.1 million square feet and ranks among the top four office
REITs in the United States.
John Moody, President and Chief Executive Officer of Cornerstone, said, "We are
very pleased to be able to conclude this transaction on schedule before year
end. The merger is accretive to 1999 earnings and almost doubles Cornerstone's
five year internal FFO growth rate from about 4% to about 7%. Wilson brings
essential strengths of management, leasing and development which are
particularly important and valuable at this point in the real estate cycle. The
strengthening of our internal operating capabilities will improve Cornerstone's
competitive position in every market in which we operate. This step represents a
major advance in our goal to be a premier quality national office company."
William Wilson III, Founder and President of William Wilson & Associates and new
Chairman of the Board of Directors of Cornerstone Properties, said, "My
investors and long time associates are very pleased with the merger. We look
forward to being major shareholders in Cornerstone Properties as it will have
extremely high quality properties and will be one of the largest office
companies in the Nation. We all look forward to playing a significant role in
realizing the full potential of the Company and enhancing shareholder value."
Cornerstone Properties concludes $1.81 billion merger with
William Wilson & Associates
December 16, 1998
Page 2
Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing in Class A office properties in prime locations in major
suburban markets and prime central business districts. The Company, through its
subsidiaries, currently owns 89 Class A office properties throughout the United
States totaling approximately 21.1 million square feet. Headquartered in New
York City, Cornerstone's stock is traded on the New York Stock Exchange under
the ticker symbol CPP.
This press release contains forward-looking statements within the meaning of the
Federal securities laws. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy, that
could cause the actual results, performance or achievements of Cornerstone and
Wilson to differ materially from those reflected in such forward-looking
statements. Information contained in this press release regarding current and
future market conditions is based on Cornerstone's and Wilson's assessment of
real estate markets as of this date and is subject to the uncertainties inherent
in such an assessment. In particular, but not exclusively, national and regional
economic conditions, the rate of new construction, and demand and supply in a
given market will affect leasing activity, projected rents and the cost of lease
renewals.
# # #
For more information on Cornerstone Properties visit Cornerstone Properties'
Web site at http://www.cstoneprop.com
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
December 7, 1998
FOR ADDITIONAL INFORMATION, CONTACT:
Kevin Mahoney Karin Maas
Chief Financial Officer VP, Investor Relations
(212) 605-7142 (212) 605-7113
CORNERSTONE PROPERTIES INC. DECLARES FOURTH QUARTER DIVIDEND
Distribution of $0.30 to be paid per common share
New York, NEW YORK (December 7, 1998) -- Cornerstone Properties Inc. (NYSE:
CPP), a real estate investment trust, announced today that its Board of
Directors declared a fourth quarter cash dividend of $0.30 per share, based on a
full quarterly distribution and an annualized distribution of $1.20 per share. A
distribution of $0.15 will be made to all shareholders of record as of December
15, 1998 to be paid on February 26, 1999. A second distribution of $0.15 will be
made to all shareholders of record as of January 29, 1999 and will also be paid
on February 26, 1999. The two separate payments are being made pursuant to the
merger between Cornerstone Properties Inc. and William Wilson & Associates. It
is anticipated that the merger will close in late December 1998.
Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing in Class A office properties in prime locations in major
metropolitan areas and central business districts. The Company, through its
subsidiaries, currently owns 21 Class A office properties throughout the United
States totaling approximately 11.5 million square feet. Headquartered in New
York City, Cornerstone's stock is traded on the New York Stock Exchange under
the ticker symbol CPP.
This press release contains forward-looking statements within the meaning of the
Federal securities laws. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy, that
could cause the actual results, performance or achievements of Cornerstone to
differ materially from those reflected in such forward-looking statements.
Information contained in this press release regarding current and future market
conditions is based on Cornerstone's assessment of real estate markets as of
this date and is subject to the uncertainties inherent in such an assessment. In
particular, but not exclusively, national and regional economic conditions, the
rate of new construction, and demand and supply in a given market will affect
leasing activity, projected rents and the cost of lease renewals.
# # #
For more information on Cornerstone Properties visit Cornerstone Properties'
Web site at http://www.cstoneprop.com
<PAGE>
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
December 14, 1998
FOR ADDITIONAL INFORMATION, CONTACT:
AT CORNERSTONE PROPERTIES:
- --------------------------
John S. Moody Karin Maas
Chairman & CEO VP, Investor Relations
(212) 605-7101 (212) 605-7113
CORNERSTONE PROPERTIES INC. OBTAINS SHAREHOLDER APPROVAL FOR
$1.81 BILLION MERGER WITH WILLIAM WILSON & ASSOCIATES
New York, NEW YORK (December 14, 1998) -- Cornerstone Properties Inc. (NYSE:CPP)
announced today that a Special Meeting of Stockholders of Cornerstone was held
this morning as scheduled. At the meeting, stockholders approved the issuance of
Cornerstone common stock in connection with the previously announced merger with
William Wilson & Associates. The Cornerstone stockholders also approved the
issuance of additional shares of common stock to Stichting Pensioenfonds Voor de
Gezondheid, Geestelijke en Maatschappelijke Belangen (PGGM), which will provide
a portion of the financing for the Wilson merger. Finally, the Cornerstone
stockholders approved an amendment and restatement of the Cornerstone Properties
Inc. 1998 Long-Term Incentive Plan.
Cornerstone expects the Wilson transaction to close later this month.
Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing in Class A office properties in prime locations in major
metropolitan areas and central business districts. The Company, through its
subsidiaries, currently owns 21 Class A office properties throughout the United
States totaling approximately 11.5 million square feet. Headquartered in New
York City, Cornerstone's stock is traded on the New York Stock Exchange under
the ticker symbol CPP.
This press release contains forward-looking statements within the meaning of the
Federal securities laws. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy, that
could cause the actual results, performance or achievements of Cornerstone and
Wilson to differ materially from those reflected in such forward-looking
statements. Information contained in this press release regarding current and
future market conditions is based on Cornerstone's and Wilson's assessment of
real estate markets as of this date and is subject to the uncertainties inherent
in such an assessment. In particular, but not exclusively, national and regional
economic conditions, the rate of new construction, and demand and supply in a
given market will affect leasing activity, projected rents and the cost of lease
renewals.
# # #
For more information on Cornerstone Properties visit Cornerstone Properties'
Web site at http://www.cstoneprop.com
