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: December 30, 1997
CORNERSTONE REALTY INCOME TRUST, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 0-23954 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
CORNERSTONE REALTY INCOME TRUST, INC.
FORM 8-K
Index
Item 5. Other Events
Item 7. Financial Statements and Exhibits
a. Exhibits
4.1 Credit Agreement dated as of October 30, 1997, by and
among Cornerstone Realty Income Trust, Inc., and any
Additional Borrowers party thereto, as Borrowers, the
Lenders referred to therein, and First Union National
Bank, as Agent
4.2 Joinder Agreement dated as of December 31, 1997 to
the Credit Agreement dated as of October 30, 1997, by
and among Cornerstone Realty Income Trust, Inc., each
Additional Borrower party thereto, CRIT-NC, LLC, the
lenders party thereto, and First Union National Bank,
as Agent
4.3 (1) Amended and Restated Revolving Credit Note dated
December 31, 1997 in the principal amount of up to
$65,000,000 made payable by Cornerstone Realty Income
Trust, Inc. and CRIT-NC, LLC to the order of First
Union National Bank, and (2) Amended and Restated
Revolving Credit Note dated December 31, 1997 in the
principal amount of up to $35,000,000 made payable by
Cornerstone Realty Income Trust, Inc. and CRIT-NC,
LLC to the order of AmSouth Bank, and (3) Amended and
Restated Revolving Credit Note dated December 31,
1997 in the principal amount of up to $25,000,000
made payable by Cornerstone Realty Income Trust, Inc.
and CRIT-NC, LLC to the order of Crestar Bank, and
(4) Amended and Restated Revolving Credit Note dated
December 31, 1997 in the principal amount of up to
$20,000,000 made payable by Cornerstone Realty Income
Trust, Inc. and CRIT-NC, LLC to the order of Fleet
National Bank, and (5) Amended and Restated Revolving
Credit Note dated December 31, 1997 in the principal
amount of up to $30,000,000 made payable by
Cornerstone Realty Income Trust, Inc. and CRIT-NC,
LLC to the order of Guaranty Federal Bank, F.S.B.
10.1 Articles of Organization of CRIT-NC, LLC
10.2 Operating Agreement of CRIT-NC, LLC dated as of
December 9, 1997
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Item 5. Other Events
On December 30, 1997, Cornerstone Realty Income Trust, Inc. (the
"Company") transferred all of its properties in North Carolina to CRIT-NC, LLC,
a Virginia limited liability company ("CRIT-NC"). CRIT-NC is a single-member
limited liability company and the sole member (owner) is the Company.
The Company transferred its North Carolina properties to CRIT-NC with a
view to achieving three objectives. First, the ownership and operation of the
North Carolina properties in an entity separate from the Company may insulate
Company assets from liabilities that could arise from the North Carolina
properties. Satisfaction of such liabilities could be limited to the assets of
CRIT-NC. Second, the establishment of CRIT-NC may facilitate, in the future, the
use of limited liability company or partnership interests as consideration for
property "sellers" who may want to transfer properties to the Company on an
income tax-deferred basis. The foregoing objectives are also relevant to the
Company's properties in other jurisdictions and the Company may, in the future,
consider transferring other properties to other subsidiaries that the Company
may organize. The third objective that may be realized by the transfer of the
North Carolina properties to CRIT-NC is the possible reduction of the Company's
liability for certain North Carolina franchise taxes.
In connection with the Company's transfer of its North Carolina
properties to CRIT-NC, CRIT-NC became a co-borrower and co-obligor on the
Company's Credit Agreement and promissory notes issued thereunder (the
"Unsecured Line of Credit"). The Lenders under the Unsecured Line of Credit and
their respective loan commitments thereunder are: First Union National Bank -
$65 million, AmSouth Bank - $35 million, Crestar Bank - $25 million, Fleet
National Bank - $20 million, and Guaranty Federal Bank, F.S.B. - $30 million.
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SIGNATURES
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 9, 1998 By: /s/ Stanley J. Olander, Jr.
---------------------------
Stanley J. Olander, Jr.,
Chief Financial Officer
of Cornerstone Realty
Income Trust, Inc.
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EXHIBIT INDEX
Cornerstone Realty Income Trust
Form 8-K dated December 30, 1997
Exhibit Number Exhibit
4.1 Credit Agreement dated as of October 30, 1997, by and
among Cornerstone Realty Income Trust, Inc., and any
Additional Borrowers party thereto, as Borrowers, the
Lenders referred to therein, and First Union National
Bank, as Agent
4.2 Joinder Agreement dated as of December 31, 1997 to
the Credit Agreement dated as of October 30, 1997, by
and among Cornerstone Realty Income Trust, Inc., each
Additional Borrower party thereto, CRIT-NC, LLC, the
lenders party thereto, and First Union National Bank,
as Agent
4.3 (1) Amended and Restated Revolving Credit Note dated
December 31, 1997 in the principal amount of up to
$65,000,000 made payable by Cornerstone Realty Income
Trust, Inc. and CRIT-NC, LLC to the order of First
Union National Bank, and (2) Amended and Restated
Revolving Credit Note dated December 31, 1997 in the
principal amount of up to $35,000,000 made payable by
Cornerstone Realty Income Trust, Inc. and CRIT-NC,
LLC to the order of AmSouth Bank, and (3) Amended and
Restated Revolving Credit Note dated December 31,
1997 in the principal amount of up to $25,000,000
made payable by Cornerstone Realty Income Trust, Inc.
and CRIT-NC, LLC to the order of Crestar Bank, and
(4) Amended and Restated Revolving Credit Note dated
December 31, 1997 in the principal amount of up to
$20,000,000 made payable by Cornerstone Realty Income
Trust, Inc. and CRIT-NC, LLC to the order of Fleet
National Bank, and (5) Amended and Restated Revolving
Credit Note dated December 31, 1997 in the principal
amount of up to $30,000,000 made payable by
Cornerstone Realty Income Trust, Inc. and CRIT-NC,
LLC to the order of Guaranty Federal Bank, F.S.B.
10.1 Articles of Organization of CRIT-NC, LLC
10.2 Operating Agreement of CRIT-NC, LLC dated as of
December 9, 1997
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