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SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cornerstone Properties Inc.
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(Name of Registrant as Specified In Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY CORNERSTONE PROPERTIES
INC. ON MARCH 8, 2000.
* * * * *
THIS DOCUMENT IS ALSO AVAILABLE ONLINE AT:
WWW.CSTONEPROP.COM/NEWS/2000/MAR8A.HTM
FOR IMMEDIATE RELEASE
CORNERSTONE PROPERTIES ANNOUNCES DISTRIBUTION
Declares $0.20 Per Share Distribution For Two-Month Period to be Consistent with
Equity Office Properties' Payment Schedule
NEW YORK, NEW YORK (March 8, 2000) . . . Cornerstone Properties Inc. (NYSE:CPP)
announced today that the Company's Board of Directors has declared a
distribution for February/March 2000 in the amount of $0.20 per share. This
represents a pro-rated amount of its recently increased dividend rate of $0.31
per share. The distribution will be payable on April 14, 2000 to stockholders of
record as of March 31, 2000. This distribution makes Cornerstone Properties'
distribution schedule consistent with that of Equity Office Properties, with
which, as previously announced, Cornerstone entered into a merger agreement on
February 11, 2000. It is anticipated that the Company will resume its regular
quarterly distributions and will pay a $0.31 per share distribution to
shareholders of record as of June 30, 2000. If the merger closes prior to June
30, 2000, stockholders will receive distributions from Equity Office Properties
based on EOP's current distribution schedule.
Cornerstone Properties is a fully-integrated real estate investment
trust (REIT) with a full range of development, acquisition, management and
leasing capabilities. On February 11, 2000, Cornerstone announced that it
entered into an agreement and plan of merger with Equity Office Properties Trust
(NYSE:EOP). (See release at www.cstoneprop.com/news). The Company currently owns
84 Class A office properties throughout the U.S. totaling over 17 million square
feet and has an additional $884 million of projects under development. The
properties are located in the major suburban markets and central business
districts of Seattle, Northern and Southern California, Minneapolis, Chicago,
Boston, New York, Washington, D.C. and Atlanta. For more information visit the
Cornerstone Properties website at http://www.cstoneprop.com/. To sign up for our
press release e-mail list, go to http://www.cstoneprop.com/e-mail.
This press release contains forward-looking statements within the
meaning of the Federal securities laws. The forward-looking statements herein
include statements about the proposed merger with Equity Office Properties
Trust. 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. The
following factors, among others, could cause actual results to differ materially
from those described herein: failure of the stockholders of Cornerstone or
Equity Office to approve the merger, delays in consummating the merger and the
inability to obtain, or meet conditions imposed for, governmental approvals of
the merger. Information contained in this press release regarding current and
future market conditions is base 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. Please see our periodic SEC reports, including our SEC 10-Q and 10-K
filings, for a description of certain of these risks and uncertainties.
Cornerstone is not under any obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.
Investors should read the joint proxy statement/prospectus regarding
the proposed merger with
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Equity Office Properties Trust when it becomes available because it will contain
important information. Investors may obtain a free copy of the joint proxy
statement/prospectus when it is available from the SEC website at www.sec.gov.
The joint proxy statement/prospectus may also be obtained for free by directing
a request to Cornerstone Properties Inc., Tower 56, 126 East 56th Street, New
York, NY 10022, Attn: Corporate Secretary, telephone: (212) 605-7100.
The identity of persons who, under SEC rules, may be considered
"participants in the solicitation" in connection with the proposed merger, and a
description of their ownership interests in Cornerstone, is available in a
filing on Schedule 14A made by Cornerstone on February 18, 2000, and available
on the SEC website or at the address above.
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FOR ADDITIONAL INFORMATION, CONTACT:
Kevin P. Mahoney
Senior Vice President and Chief Financial Officer
212/605-7142
Jennifer R. Wall
Vice President, Investor Relations
212/605-7136, [email protected]
