Cornerstone Properties, Inc.
Ticker:CPP Tower 56, 126 East 56th Street
Exchange:New York Stock Exchange New York, NY 10022
Industry:Financial (SIC Code 6798) (212) 605-7100

Offering Information
Type of Shares:Common Shares Filing Date:3/21/97
U.S. Shares:14,000,000 Offer Date:4/15/97
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:14,000,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.88
Offering Amount: $224,000,000 Selling:$0.52
Expenses:$3,500,000 Reallowance:$0.10
Shares Out After:46,439,213

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
BT Securities CorporationCo-manager (212) 250-5579
Dean Witter ReynoldsCo-manager (212) 392-3223
Lazard Freres & Co.Co-manager (212) 632-6717
Lehman Brothers IncorporatedCo-manager (212) 526-8100
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Lionel, Sawyer & Collins
Bank's Law Firm: Shearman & Sterling
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$116.91Assets:$766.18
Net Income:$9.10Curr Assets:
EPS:$0.19Liabilities:$424.90
Prior EPS:-$0.94Curr Liabilities:
Cash Flow/Oper:$34.52Equity:$341.28
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a self-administered and self-managed equity real estate investment trust. Since its formation in 1981, the company has developed three office properties in geographically diverse cities in the United States -- Denver, Colorado, Minneapolis, Minnesota and Seattle, Washington. The company has also acquired four office buildings in Boston, Massachusetts, New York, New York, Oakbrook Terrace, Illinois and Pittsburgh, Pennsylvania. Six of the seven properties were built in the mid-to late-1980's and the seventh was fully renovated in the late 1980's. The company's business objective is to increase its funds from operations by generating sustainable current cash flow and providing capital appreciation through investments in the office real estate markets of the United States. The general strategy of the company is to invest in larger, high-quality office buildings in major metropolitan markets in the United States.

Business Plan
The company believes that its existing portfolio offers opportunities for growth through the company's active and aggressive asset management program, which emphasizes maintaining a strong market position based on superior asset quality and tenant service. The company will continue to implement its internal growth strategies throughout the following: 1) rental rate increases; 2) maintenance; 3) proactive leasing program.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes, including working capital, repayment of indebtedness, investment in new properties or maintenance or improvement of currently owned properties.

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