Cornerstone Realty Income Trust (TCR) Inactive
Filed: 31 Jan 05, 12:00am
Filed by Cornerstone Realty Income Trust, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Cornerstone Realty Income Trust, Inc.
Commission File No. 1-12875
Cornerstone Realty Income Trust, Inc.
306 East Main Street Richmond, Virginia 23219 (804) 643-1761
| Contact: | Mark M. Murphy | |
| For Immediate Release | (804) 643-1761 x231 |
CORNERSTONE REALTY INCOME TRUST, INC. ANNOUNCES
RECEIPT OF IRS CLOSING AGREEMENT AND SETS NEXT DIVIDEND
RECORD AND PAYMENT DATES
RICHMOND, Va., January 31, 2005 – Cornerstone Realty Income Trust, Inc. (NYSE:TCR) announced today that it has signed a closing agreement with the Internal Revenue Service resolving certain tax matters previously disclosed in connection with Cornerstone’s entry into a definitive merger agreement with Colonial Properties Trust (NYSE:CLP). Under Cornerstone’s closing agreement, Cornerstone will pay $100,000 to the Internal Revenue Service. The agreement also provides that Cornerstone will not be assessed any additional tax, interest or penalties, and does not require Cornerstone to pay any additional dividends to any of its shareholders or make any other adjustments, in connection with the resolution of the tax matters addressed by the closing agreement. As previously disclosed, the merger agreement with Colonial Properties provides for an adjustment to the merger conversion rates for specified costs, expenses and payments related to obtaining the IRS closing agreement. Cornerstone and Colonial Properties are currently calculating this adjustment and expect to announce the adjusted merger conversion rates shortly.
Cornerstone also announced today that a regular quarterly cash dividend of $0.20 per common share will be paid on February 11, 2005 to common shareholders of record on February 4, 2005.
Forward Looking Statements
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 actual results, performance or achievements of the Company to be materially different from results expressed or implied by such forward-looking statements. Such factors include, among other things, risks associated with the proposed merger with Colonial Properties Trust, the ability to obtain property financing, unanticipated adverse business developments affecting the company, adverse changes in the real estate markets, and local as well as general economic and competitive factors. There is no assurance that planned events or results, including, among other things, the proposed merger with Colonial Properties Trust, will be achieved. In addition, the timing and level of distributions to common shareholders are within the discretion of the Company’s board of directors and subject to certain provisions of the merger agreement with Colonial Properties. The Company on a regular basis considers what level of distributions to common shareholders is appropriate.
Company Profile
Cornerstone Realty Income Trust, Inc. (NYSE:TCR) is a fully integrated, self-managed and self-advised real estate company that has operated as a real estate investment trust (REIT) since 1993. The company focuses on the ownership and management of multifamily communities in select markets in Virginia, North Carolina, South Carolina, Georgia and Texas. Currently Cornerstone owns 87 apartment communities with 22,910 units, a third-party property management business, apartment land under development, and ownership interests in four real estate joint ventures.
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Cornerstone Realty Income Trust, Inc. --- Page Two
Cornerstone is headquartered in Richmond, Virginia and its common stock trades on the New York Stock Exchange under the symbol “TCR.” For more information, visit the company’s web site at www.cornerstonereit.com.
Additional Information about the Merger and Where to Find It
Colonial Properties Trust, Cornerstone and Colonial Properties have filed or intend to file relevant materials with the Securities and Exchange Commission, including a registration statement on Form S-4 that will contain a prospectus and a joint proxy statement. INVESTORS AND SECURITY HOLDERS OF CORNERSTONE AND COLONIAL PROPERTIES ARE URGED TO READ THE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CORNERSTONE, COLONIAL PROPERTIES AND THE MERGER. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Cornerstone and Colonial Properties with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Colonial Properties by directing a written request to Colonial Properties Trust, 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203, Attention: Investor Relations, and free copies of the documents filed with the SEC by Cornerstone by directing a written request to Cornerstone Realty Income Trust, Inc., 306 East Main Street, Richmond, Virginia 23219, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.
Cornerstone, Colonial Properties and their respective executive officers, trustees and directors may be deemed to be participants in the solicitation of proxies from the security holders of Cornerstone and Colonial Properties in connection with the merger. Information about those executive officers and directors of Cornerstone and their ownership of Cornerstone common shares is set forth in the proxy statement for Cornerstone’s 2004 Annual Meeting of Shareholders, which was filed with the SEC on April 8, 2004. Information about the executive officers and trustees of Colonial Properties and their ownership of Colonial Properties common stock and limited partnership units in Colonial Realty Limited Partnership is set forth in the proxy statement for Colonial Properties’ 2004 Annual Meeting of Shareholders, which was filed with the SEC on March 22, 2004. Investors and security holders may obtain additional information regarding the direct and indirect interests of Cornerstone, Colonial Properties and their respective executive officers, trustees and directors in the merger by reading the proxy statement and prospectus regarding the merger when they become available.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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