CORNERSTONE REALTY INCOME TRUST INC
8-K, 2000-02-28
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 (Date of earliest event reported):  February 28, 2000


                      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.           Exhibits.

                  Exhibits:

     99              Press  Release  dated  February  28,  2000  announcing  the
                     entering into of an agreement by Cornerstone  Realty Income
                     Trust, Inc. to sell 16 apartment communities.





<PAGE>



Item 5.           Other Events

         On  February  28,  2000,   Cornerstone   Realty  Income   Trust,   Inc.
("Cornerstone")  issued a Press Release  (attached as an Exhibit to this Report)
announcing that it had entered into an agreement under which  Cornerstone  would
sell 16 apartment communities.




<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:  February 28, 2000               By: /s/  Stanley J. Olander, Jr.
                                           ----------------------------
                                           Stanley J. Olander, Jr.
                                           Chief Financial Officer
                                           Cornerstone Realty Income Trust, Inc.



<PAGE>



                                Index to Exhibits


Exhibit No.                                    Exhibit



     99              Press  Release  dated  February  28,  2000  announcing  the
                     entering into of an agreement by Cornerstone  Realty Income
                     Trust, Inc. to sell 16 apartment communities.









                                                                      EXHIBIT 99


                      CORNERSTONE REALTY INCOME TRUST, INC.

                              FOR IMMEDIATE RELEASE

          CORNERSTONE TO SELL 16 COMMUNITIES AND REDUCE DEBT UNDER 20%

         RICHMOND, Virginia, February 28, 2000 - Cornerstone Realty Income Trust
(NYSE:TCR)  today  announced  that it has  contracted  to  sell  16  communities
containing 3,609 apartment homes for approximately  $136.5 million.  The sale is
expected to close within the next 30 days.

         The  sale  will  generate   approximately   $25  million  in  gain  for
Cornerstone,  which  the  Company  expects  to  defer  through  a 1031  tax-free
exchange.  The net  sale  proceeds  would  initially  be used  to pay  down  the
Company's  existing  variable  rate  line of  credit  and to  fund a  previously
announced common stock repurchase program. After the sale, Cornerstone's debt to
total market capitalization would be less than 20%. In addition, over 70% of the
company's total debt will have average maturities exceeding five years and fixed
interest rates averaging approximately 7%.

         The sale is part of the  Company's  strategic  decision to sell some of
its older assets.  Many of these assets are in smaller markets where the company
does not have significant market concentration. The sale will remove Cornerstone
from the Greenville,  SC;  Wilmington,  NC;  Greensboro,  NC; Lynchburg,  VA and
Augusta, GA markets.

         "We believe that this sale will increase shareholder value by capturing
the hidden  equity in our mature assets and will allow  Cornerstone  to reinvest
the net proceeds in assets with a higher  growth  potential.  The sale  provides
equity in a challenging capital market environment and significantly reduces our
exposure  to short term  interest  rate  fluctuations,"  said  Glade M.  Knight,
Chairman and CEO.

         Certain   statements   contained  herein  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.  Although the Company expects the sale and the other
events  described  above to occur as  indicated,  they are  subject  to  certain
conditions which could delay or change their  completion,  or result in the sale
and other events not occurring at all.

         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 the ownership and management of multi-family
properties  in select  markets in  Virginia,  North  Carolina,  South  Carolina,
Georgia  and  Texas.  Currently,  the  Company  currently  owns  87  multifamily
properties containing 20,965 apartment homes. For additional  information please
contact Glade M. Knight,  Chairman and Chief Executive  Officer,  S. J. Olander,
Executive Vice President and Chief Financial Officer, David S. McKenney,  Senior
Vice  President  of  Corporate  Services  or Krissy  Gathright,  Assistant  Vice
President  of  Corporate  Services at (804)  643-1761.  Further  information  on
Cornerstone  may be found  on our web  site at:  HTTP://WWW.CORNERSTONEREIT.COM.
                                                 -------------------------------












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