CORNERSTONE REALTY INCOME TRUST INC
8-K, 1998-01-23
REAL ESTATE INVESTMENT TRUSTS
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                       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

Date of Report: January 13, 1998



                      CORNERSTONE REALTY INCOME TRUST, INC.
         (Exact name of registrant as specified in its charter)


         VIRGINIA                   1-12875                  54-1589139
         (State of                  (Commission              (IRS Employer
         incorporation)             File Number)             Identification No.)


         306 EAST MAIN STREET
         RICHMOND, VIRGINIA                                   23219
         (Address of principal                                (Zip Code)
          executive offices)



                  Registrant's telephone number, including area code:
                                 (804) 643-1761





<PAGE>



                      CORNERSTONE REALTY INCOME TRUST, INC.

                                    FORM 8-K

                                      Index


Item 5.   Other Events

Item 7.   Financial Statements and Exhibits

          Financial Statements:
          
          None.

          Exhibits:

          99.1 Press Release  dated  January 13, 1998  announcing an increase in
               the Company's dividend rate.

          99.2 Press Release  dated January 22, 1998  reporting on the Company's
               1997 earnings.


                                      -2-

<PAGE>

Item 5.  Other Events

         On January 13, 1998 and January  22,  1998,  respectively,  Cornerstone
Realty  Income Trust,  Inc.  issued Press  Releases.  The January 13, 1998 Press
Release announces an increase in the Company's dividend rate and the January 22,
1998 Press Release reports on the Company's 1997 earnings.


CAUTIONARY STATEMENT

         Certain  matters  discussed  in this Form 8-K contain  "forward-looking
statements"  for  purposes  of Section  27A of the  Securities  Act of 1933,  as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act") relating to, without limitation,  possible
future  economic  performance,  plans and  objectives of  management  for future
operations,  and projections of revenue and other financial  items,  demographic
projections  and federal income tax  considerations,  which can be identified by
the use of  forward-looking  terminology that refers to or describes events that
will or may occur in the future. Such forward-looking  statements are inherently
subject to risks and  uncertainties  that could cause  future  results to differ
materially from those contained in such forward-looking  statements. Many of the
risks and  uncertainties  cannot be predicted  with  accuracy and some might not
even be  anticipated.  Although  the  Company  believes  that  the  expectations
reflected  in  such   forward-looking   statements  are  based  upon  reasonable
assumptions,  the Company can give no  assurance  that its  expectations  can be
achieved or will be realized.  Factors that would cause actual results to differ
materially from the Company's  current  expectations  include  general  economic
conditions,  economic conditions in the areas of the Company's  operations,  and
risks  associated with the  acquisition,  ownership and operation of properties,
including  unanticipated  decreases  in  revenues  or  increases  in expenses or
liabilities at the properties.



                                       -3-
<PAGE>




                                    SIGNATURE


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


                                        Cornerstone Realty Income Trust, Inc.


Date: January 22, 1998                  By:/s/ Stanley J. Olander, Jr.
                                           -------------------------------------
                                           Stanley J. Olander, Jr.,
                                           Chief Financial Officer
                                           Cornerstone Realty Income Trust, Inc.








                                       -4-

<PAGE>


                               Index to Exhibits


Exhibit No.                        Exhibit
- -----------                        -------


99.1         Press Release dated January 13, 1998  announcing an increase in the
             Company's dividend rate.

99.2         Press  Release  dated  January 22, 1998  reporting on the Company's
             1997 earnings.



                                       -5-



                     Cornerstone Realty Income Trust, Inc.
                             FOR IMMEDIATE RELEASE

               Cornerstone Declares 5th Annual Dividend Increase


         Richmond,  Virginia - January 13, 1998, Cornerstone Realty Income Trust
(NYSE:TCR)  today reported that it will increase its quarterly  dividend to $.26
per share from $.25 per share.  The  dividend  rate will go into effect with the
April 1998 quarterly dividend payment and remain in effect through the quarterly
dividend payable in January 1999.

         This  represents  Cornerstone's  fifth  consecutive  year of  increased
dividends,  with an average annual increase in excess of 4%. Consistent with the
company's  goals,  the latest  dividend  increase  is less than half of the 1998
estimated  growth rate of funds from  operation.  At the closing price of $12 on
January 12, 1998, the new annualized  dividend of $1.04 will yield a cash return
of approximately 8.67% to the shareholders.

         In April  1997,  the  Company  listed  its shares on the New York Stock
Exchange at a price of $10.50 per share. At yesterday's closing price of $12 per
share,  the share price has  appreciated by 14%. This increase in price combined
with  declared  dividends  for  the  three  quarters  since  listing  has  given
shareholders a 21% total return,  or an annualized total return of approximately
29%.

         Cornerstone   Realty  Income  Trust,   Inc.  is  a  fully   integrated,
self-managed  and self-advised  real estate  company that has operated as a REIT
since 1993. The Company focuses on multi-family  properties in select markets in
Virginia,  North Carolina,  South Carolina and Georgia.  Currently,  the Company
owns fifty-one multi-family properties (11,922 units).


For additional information contact:


Glade M. Knight
Chairman and Chief Executive Officer

S. J.  Olander
Senior Vice President and Chief Financial Officer

David McKenney
Vice President of Corporate Services

Phone: (804) 643-1761



                     CORNERSTONE REALTY INCOME TRUST, INC.

                             FOR IMMEDIATE RELEASE

                    CORNERSTONE REPORTS 1997 RECORD EARNINGS

     Richmond,  Virginia - January 22, 1998 -  Cornerstone  Realty  Income Trust
(NYSE: TCR) today reported funds from operations (FFO) of $34.8 million or $1.07
per share for the year ended  December 31, 1997.  This is an increase from $20.4
million,  or $1.01 per share,  for the prior year. The increase in FFO per share
is due to a combination of internal growth and acquisition activity.

     The Company reported annual rental income from property operations of $70.1
million, compared to $40.4 million for the year 1996. Economic occupancy for the
entire portfolio was 92% for 1997. In addition,  1997 Net Operating Income (NOI)
for "same  property"  operations  increased 7.4% over 1996 NOI. "Same  property"
operations represent the operating results of the 19 properties owned at January
1, 1996.

     The Company acquired 13 communities  (2,889 units) in 1997 for a total cost
of approximately  $135 million.  This represents a growth in assets in excess of
48%. In addition,  the Company  invested $23 million in existing  properties  as
part of its  renovation  program.  This program seeks to  reposition  properties
acquired in strong markets to Cornerstone's high standard.

     As a result of strong 1997  earnings  Cornerstone  increased  its quarterly
dividend to $.26 per share, from $.25 per share,  which represents an annualized
dividend of $1.04.  The next  dividend  will be paid on April 20th.  Cornerstone
enjoyed  significant  participation in its dividend  reinvestment plan with over
$14 million reinvested in 1997.

     Glade  Knight,  Chairman  and CEO,  stated  "We are very  pleased  with the
accomplishments  of the  Company  in 1997.  We listed our shares on the NYSE and
within 9 months the shares  appreciated  by  approximately 24% from the  listing
price. FFO per share increased by 6%, in line with analysts'  estimates,  and we
exceeded our property  acquisition  targets for the year. These  accomplishments
demonstrate management's commitment to increasing shareholder value."

     During the fourth  quarter 1997,  the Company  closed on a new $175 million
line of credit at an interest rate equal to LIBOR plus 120 basis  points,  or 40
basis points below the rate on the prior credit facility. In addition,  the REIT
acquired three



<PAGE>



communities  at a total  acquisition  cost in  excess of $26  million.  Economic
occupancy for the fourth quarter averaged 92% for the entire portfolio.  FFO for
the fourth  quarter was $9.7 million or $.27 per share as compared to $7 million
or $.25 per share for the same period in 1996.  This  represents  an increase in
FFO per share of 8%.

     Cornerstone  Realty Income Trust, Inc. is a fully integrated,  self-managed
and self-advised real estate company that has operated as a REIT since 1993. The
Company focuses on multifamily  properties in select markets in Virginia,  North
Carolina, South Carolina and Georgia. Currently, the Company owns 52 multifamily
properties (containing 12,114 units).

     Certain  statements   contained  herein  may  constitute   "forward-looking
statements"  within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  the  future  results,
performance or achievements  of the Company to be materially  different from any
forward-looking statements. Such factors include, among others, risks associated
with the timing of, costs associated with, and effects of property improvements,
financing commitments and general competitive factors.


<PAGE>


<TABLE>
<CAPTION>
FINANCIAL INFORMATION
                                                               December 31,          December 31,
BALANCE SHEETS                                                     1997                  1996
=====================================================================================================
ASSETS

<S>                                                                   <C>                 <C>        
Investment in Rental Property
  Land                                                                $76,812,953         $46,980,280
  Building and improvements                                           402,545,094         277,345,752
  Furniture and fixtures                                                8,217,149           5,389,821
                                                                    -------------       -------------
                                                                      

                                                                      487,575,196         329,715,853
  Less accumulated depreciation                                       (27,489,286)        (12,323,037)
                                                                    -------------       -------------
                                                                      460,085,910         317,392,816
                                                                    -------------       -------------
Cash and cash equivalents                                               4,513,986           3,182,651
Prepaid expenses                                                          797,484             557,544
Other assets                                                            8,789,070           1,737,563
                                                                    -------------       -------------
                                                                       14,100,540           5,477,758
                                                                    -------------       -------------
  TOTAL ASSETS                                                       $474,186,450        $322,870,574
                                                                    =============       =============

=====================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Notes Payable                                                        $151,569,147         $55,403,000
Accounts payable                                                        3,812,578           9,384,766
Accrued expenses                                                        1,158,014           1,366,853
Rents received in advance                                                 463,997             491,928
Tenant security deposits                                                1,854,462           1,654,322
                                                                    -------------       -------------
     TOTAL LIABILITIES                                                158,858,198          68,300,869

SHAREHOLDERS' EQUITY
  Common stock, no par value, authorized
    50,000,000 shares; issued and outstanding
    35,510,327 shares and 28,141,509 shares, respectively             349,105,407         276,269,539
  Deferred compensation                                                  (33,004)            (55,000)
  Distributions greater than net income                              (33,744,151)        (21,644,834)
                                                                    -------------       -------------
                                                                      315,328,252         254,569,705
                                                                    -------------       -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $474,186,450        $322,870,574
                                                                    =============       =============
</TABLE>


<PAGE>


FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                               Three Months           Twelve Months
                                                                                  Ended                  Ended
                                                                               December 31,            December 31,

OPERATING RESULTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS                    1997       1996         1997         1996
======================================================================================================================
Revenues:
<S>                                                                       <C>        <C>         <C>         <C>      
  Rental Revenues                                                         $19,884    $13,638     $70,116    $40,262   
  Other Non-Property Income                                                   500         50       2,186        287   
                                                                          -------    -------     -------     ------   
                                                                           20,384     13,688      72,302     40,549   
                                                                                                                      
EXPENSES                                                                                                              
Property and Maintenance                                                    5,517      3,522      19,495     11,406   
Real Estate Taxes and Insurance                                             1,686        948       6,076      3,275   
Property management                                                           522        581       1,769      2,320   
Depreciation of Real Estate Owned                                           4,372      2,913      15,164      8,068   
Management Contract Termination                                                 0     16,526         414     16,526   
General and Administrative                                                    291        729       1,352      1,496   
Other                                                                         119         62       1,245        200   
Interest                                                                    2,520        804       7,561      1,428   
                                                                          -------    -------     -------     ------
                                                                           15,027     26,085      53,076     44,719   

Net Income/(Loss)                                                          $5,357   $(12,397)    $19,226    $(4,170)  
                                                                          -------    -------     -------     ------   
Weighted average shares outstanding                                        35,452     27,772      32,617     20,210   

Cash Distribution Paid                                                     $8,638     $5,621     $31,325    $15,935   


======================================================================================================================

FUNDS FROM OPERATIONS                                                                                                 
Net Income / (Loss)                                                        $5,357   $(12,397)    $19,226    $(4,170)  
Adjustments                                                                                                           
Depreciation of Real Estate Owned                                           4,372      2,913      15,164      8,068   

Management Contract Termination                                                 0     16,526         414     16,526   
                                                                          -------    -------     -------     ------   
Funds from Operations                                                       9,729      7,042      34,804    $20,424   
                                                                          -------    -------     -------     ------   
======================================================================================================================
PER SHARE:                                                                                                            
Funds from Operations                                                      $0.274     $0.254       $1.07      $1.01   
Dividends                                                                  $0.250     $0.249       $1.00       $.99   
======================================================================================================================

</TABLE>


                      FOR ADDITIONAL INFORMATION CONTACT:
                                Glade M. Knight
                      Chairman and Chief Executive Officer

                                  S.J. Olander
               Senior Vice President and Chief Financial Officer

                               David S. McKenney
                      Vice President of Corporate Services
                              Phone:(804) 643-1761



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