CORNERSTONE PROPERTIES INC
425, 2000-05-03
REAL ESTATE
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<PAGE>   1
                                                   Commission File No. 333-33600

Filed by: Equity Office Properties pursuant to Rule 425 under the Securities Act
of 1933
Subject Company: Cornerstone Properties Inc.

  THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY EQUITY OFFICE PROPERTIES
                              TRUST ON MAY 3, 2000.

                                     *****

EQUITY OFFICE PROPERTIES TRUST ANNOUNCES RECORD DATE FOR SHAREHOLDER VOTE ON
MERGER WITH CORNERSTONE PROPERTIES INC.

CHICAGO, IL (May 3, 2000) - Equity Office Properties Trust (NYSE:EOP) announced
today that the record date for the special meeting of shareholders of Equity
Office to consider and vote on the merger agreement and the merger of
Cornerstone Properties Inc. with and into Equity Office will be May 12, 2000.
Equity Office currently expects that the date of the special meeting will be on
or about June 19, 2000.

                  Equity Office Properties Trust is the nation's largest
publicly traded owner and manager of office properties, with a national
portfolio of 294 buildings comprising 77 million square feet in 23 states and
the District of Columbia. Equity Office has an ownership presence in 34
Metropolitan Statistical Areas and in 80 submarkets, enabling it to provide a
wide range of office solutions for local, regional and national customers.
For more company information, visit the EOP website at www.equityoffice.com.

                  A Registration Statement relating to the Equity Office
securities to be issued in the merger has been filed with the Securities and
Exchange Commission but has not yet become effective. The securities may not be
sold nor may offers to buy be accepted prior to the time the Registration
Statement becomes effective. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

                  Investors and security holders are urged to read the joint
proxy statement/prospectus regarding the business combination transaction
referenced in this press release, when it becomes available, because it will
contain important information. The joint proxy statement/prospectus has been
filed in preliminary form with the Securities and Exchange Commission by Equity
Office and Cornerstone. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus (when it is available) and other documents
filed by Equity Office and Cornerstone with the SEC at the SEC's web site at
www.sec.gov. The joint proxy statement/prospectus and these other documents may
also be obtained for free from Equity Office by directing a request to Equity
Office Properties Trust, Two North Riverside Plaza, 21st Floor, Chicago,
Illinois 60606, Attention: Corporate Secretary, telephone (312) 446-3300. Under
the proxy rules, the participants in the solicitation include all of the
trustees of Equity Office, whose ownership of Equity Office securities is
described in Equity Office's 2000 Annual Meeting Proxy Statement filed with the
SEC.



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