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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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(5) Total fee paid:
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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 LETTER DISSEMINATED BY CORNERSTONE PROPERTIES INC.
ON FEBRUARY 22, 2000.
* * * * *
February 22, 2000
Dear :
As you have no doubt heard by now, Cornerstone has entered into an
agreement to merge with Equity Office Properties. A copy of the press release
for the transaction, which provides information on the deal and Equity Office,
is enclosed. I also invite you listen to the replay of our investor conference
call discussing the transaction by calling 888-568-0916 or by logging onto EOP's
website at www.equityoffice.com, both of which will be available until March 2.
Within the next few months, the Company will be distributing a proxy
statement to solicit shareholder and unit holder votes on the proposed merger,
and that proxy statement will contain important information on the transaction
and on the procedures for you to follow in electing the form of consideration
you wish to receive. However, I would like to address a few specific issues
related to the transaction that I believe may be of particular interest to
former Wilson investors.
1. CONSIDERATION. The cash portion of the total consideration for the
deal is $1,053,927,450, with the remaining consideration to be paid in common
shares of Equity Office or operating partnership units in Equity's Operating
Partnership. Approximately 38.6% of the consideration will be paid in cash and
the balance in stock and units. This ratio is fixed and the cash consideration
cannot be greater or less than $1,053,927,450. Investors will be given the
option to elect the form of consideration, but because the amount of cash is
limited, not every investor may receive the amount of cash he or she requests.
Conversely, Investors who own Cornerstone shares may be required to take more
cash than they elect, if not all the cash subscribed for. Investors who own
Cornerstone OP Units received in the Wilson/Cornerstone merger may elect to take
some or all their consideration in cash, but in order to protect their tax
position, THEY CANNOT BE FORCED TO TAKE MORE CASH THAN THEY REQUEST. To the
extent Cornerstone OP Unit Holders do not elect cash, they will receive
Operating Partnership Units in Equity Office's Operating Partnership. These
Units have substantially the same rights and characteristics as the Cornerstone
OP Units and can be converted, on a one for one basis, into Equity Office's
shares or cash, at Equity Office's discretion, at any time. You may continue to
hold the Equity OP Units indefinitely to avoid a recognition of gain, just as
you could with your Cornerstone OP Units.
2. TAX PROTECTION. All of the existing tax protection arrangements
between Cornerstone and its OP Unit Holders, including restrictions on property
sales, maintenance of recourse debt and the ability to provide deficit
restoration allocations and bottom side guaranties will remain in effect and
will be assumed by Equity Office. Investors with deficit restoration allocation
elections may be required to re-execute them prior to the closing and we may
recommend to other investors that they do make such elections prior to the
closing. We will
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supply you with further information on this as the closing approaches.
3. LOCK-UPS. There will be no lock-ups on either Equity Office stock or
Equity OP Units received in the merger. The stock will be registered and freely
tradeable immediately, and stock received on conversion of Equity OP Units in
the future will likewise be registered and immediately saleable.
4. DIVIDENDS. Equity currently pays quarterly dividends and
distributions on stock and Operating Partnership Units of $.42 cents per
share/unit quarterly to shareholders and unit holders of record approximately 15
days after the last business day of each quarter except year-end, which is paid
on the last business day of the year. At the exchange ratio of .7009 Cornerstone
shares for each Equity Office share, this equates to an annual dividend of
$1.1775 per Cornerstone share. You will continue to receive Cornerstone
dividends and OP Unit distributions until the transaction closes.
I truly believe this is a great transaction for all Cornerstone
shareholders and unit holders. We are receiving a substantial premium over the
current trading price for Cornerstone stock, and are acquiring interests in a
dominant and extremely well managed company. I am very proud to become a part of
the Equity Office organization and will continue my commitment as a member of
their Board of Directors to enhance shareholder value.
I would like to thank all of you who elected to invest with us from the
beginning for your trust and confidence and hope you are as pleased as I am with
the ultimate outcome.
Very truly yours,
William Wilson III
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
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 26TH 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.
