CORNERSTONE PROPERTIES INC
8-K, 2000-04-10
REAL ESTATE
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<PAGE>

                       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

                March 29, 2000 (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 5.  OTHER EVENTS

         On March 5, 2000, Cornerstone Properties Inc. ("Cornerstone") posted
certain supplementary information regarding its financial condition and
operations as well as operating data with regard to properties owned by
Cornerstone on its web site at www.cstoneprop.com. The information attached
hereto as Exhibit 99.1 was posted on the Cornerstone web site on March 29, 2000
and updates certain development information contained in the previously posted
supplementary information.

         The foregoing description is qualified in its entirety by reference to
the complete text of the materials filed as Exhibit 99.1 to this current report
on Form 8-K, which is incorporated by reference herein in its entirety.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         Exhibit Number               Exhibit Description
         --------------               -------------------

         99.1                         Text of materials dated March 29, 2000.






                                      -2-
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Cornerstone has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  CORNERSTONE PROPERTIES INC.
                                  (Registrant)

Date: April 4, 2000               By: /s/ Kevin P. Mahoney
                                      ------------------------------------------
                                  Name:   Kevin P. Mahoney
                                  Title:  Senior Vice President and Chief
                                          Financial Officer




                                      -3-
<PAGE>

                                  EXHIBIT INDEX



         Exhibit Number       Exhibit Description
         --------------       -------------------

         99.1                 Text of materials dated March 29, 2000.



<PAGE>
                                                                    Exhibit 99.1


                           CORNERSTONE PROPERTIES INC.
                          PROPERTY DEVELOPMENT SUMMARY

<TABLE>
<CAPTION>
========================================================================================================================
   Asset                   Size         Construction     Total      Actual Cost  Projected Cost Leasing  Expected  GAAP
                                     ------------------  Estimated  as of        to Complete    Status   Return    Return
                                                         Costs(**)  12/31/99                    as of    (***)
                                                                                                3/30/00
                                     Start   Estimated
                                             Placed in
                                             Service
                                             Date(*)
========================================================================================================================
<S>                        <C>       <C>      <C>        <C>          <C>        <C>            <C>      <C>       <C>
(1)U.S. Banc Corp          929,000   4/98     2Q 00      $168,000     $168,000   $167,832,000   79.0%    9.30%     9.3%
   Center,
   Minneapolis, MN

========================================================================================================================
(2)Seaport Plaza,          160,000   8/99     4Q 00   $40,100,000  $17,029,000    $23,071,000  100.0%   12.21%    14.0%
   Redwood City, CA
========================================================================================================================
(3)Parkside Towers,        398,000  1Q 00     4Q 01  $132,300,000  $38,437,000    $93,863,000     96%   14.50%    17.5%
   Foster City, CA
========================================================================================================================
(4)First and Howard,     1,169,000   6/00       tbd  $365,000,000   $2,571,000   $362,429,000    0.0%   10.90%    11.8%
   San Francisco, CA
========================================================================================================================
(5)Concar,                 200,000   4/00     3Q 01   $52,300,000   $1,598,000    $50,702,000    0.0%   13.60%    18.6%
   San Mateo, CA
========================================================================================================================
(6)Ferry Building,         216,000   1/01     3Q 02   $57,400,000   $2,766,000    $54,634,000    0.0%   13.20%    14.2%
   San Francisco, CA
========================================================================================================================
(7)Larkspur Landing,       168,000   4/02     2Q 03   $43,300,000     $498,000    $42,802,000    0.0%   10.70%    11.4%
   Larkspur, CA
========================================================================================================================

========================================================================================================================
   TOTAL                 3,240,000                   $858,400,000  $63,067,000   $795,333,000
========================================================================================================================
</TABLE>

Notes:

(1)  Take-out Project: Pre-sale with the Ryan Companies.

(2)  Wholly-owned: 100% pre-leased to a public software company for a twelve
     year lease term.

(3)  Wholly-owned: Project features 381,000 rsf office, 17,000 retail, three
     levels of parking and a once-acre park. 100% of office space has been
     leased to a public software company.

(4)  Joint Venture: the First & Howard urban campus will consist of 4 separate
     buildings. Each of the phases will involve one or two JV partners. The
     Cornerstone weighted average ownership of the entire project is anticipated
     to be 68%.

(5)  Wholly-owned: 69-year ground lease with a participation feature. The
     completion costs above assumes an imputed land value of $7.5 million.

(6)  Joint Venture: Ferry Building is a 65 year master lease that provides for a
     50% participation to the Port after receipt by Cornerstone of an 11% return
     on equity.

(7)  Joint Venture: Larkspur Landing is a joint venture project with Campus
     Properties which will include two office buildings, a hotel and a shared
     parking facility. The joint venture expects to sell off the hotel portion
     of the property. Campus will receive a promoted share of the cash flow
     above a cumulative preferred return to equity. After 5 years, Cornerstone
     has the option to acquire Campus' position by capitalizing the then-current
     rent and paying Campus its share of the value in excess of costs.

*    The estimated placed in service date represents the date the certificate of
     occupancy has been or is anticipated to be obtained. Subsequent to
     obtaining the certificate of occupancy, the property will undergo a lease
     up period, if it is not 100% pre-leased.

**   Total estimated costs include amounts attributable to tenanting the
     property.

***  Before any partnership cash flow splits.


<PAGE>


     This website 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 website 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. Please see our
SEC 10-Q and 10-K filings for updates to this list of risks and uncertainties.





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