CORNERSTONE PROPERTIES INC
15-12G, 2000-06-21
REAL ESTATE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.
                        Commission File Number 001-12861

                           CORNERSTONE PROPERTIES INC.
             (Exact name of registrant as specified in its charter)

            126 EAST 56TH STREET, TOWER 56, NEW YORK, NEW YORK 10022
                                 (212) 605-7100
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                      COMMON STOCK, NO PAR VALUE PER SHARE
            (Title of each class of securities covered by this Form)

                                      NONE
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

<TABLE>
<S>                                        <C>
        Rule 12g-4(a)(1)(i)     [X]          Rule 12h-3(b)(1)(ii)    [ ]
        Rule 12g-4(a)(1)(ii)    [ ]          Rule 12h-3(b)(2)(i)     [ ]
        Rule 12g-4(a)(2)(i)     [ ]          Rule 12h-3(b)(2)(ii)    [ ]
        Rule 12g-4(a)(2)(ii)    [ ]          Rule 15d-6              [ ]
        Rule 12h-3(b)(1)(i)     [ ]
</TABLE>

       Approximate number of holders of record as of the certification or notice
date:

                                       -0-

       Pursuant to the requirements of the Securities Exchange Act of 1934
Cornerstone Properties Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

<TABLE>
<S>                                  <C>
DATE: June 19, 2000                     BY: Equity Office Properties Trust

                                            as successor issuer upon the merger
                                            of Cornerstone Properties Inc. with and
                                            into Equity Office Properties Trust

                                        BY:    /s/ Stanley M. Stevens
                                            -----------------------------------
                                            Name:   Stanley M. Stevens
                                            Title:  Executive Vice President, Chief Legal Counsel
                                                    and Secretary
</TABLE>

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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