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: June 25, 1999
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
CORNERSTONE REALTY INCOME TRUST, INC.
FORM 8-K
Index
Item 5. Other Events
Item 7. Financial Statements and Exhibits
a. Exhibits
4.1 Amended and Restated Credit Agreement dated as of
July 9, 1999, by and among Cornerstone Realty Income
Trust, Inc., CRIT-NC, LLC, Cornerstone REIT Limited
Partnership, and any Additional Borrowers party
thereto, as Borrowers, the Lenders referred to
therein, First Union National Bank, as Administrative
Agent, and Fleet National Bank, as Syndication Agent.
4.2 Joinder Agreement dated July 26, 1999 to the Amended
and Restated Credit Agreement dated as of July 9,
1999, by and among Cornerstone Realty Income Trust,
Inc. and its subsidiaries, as Borrowers, the lenders
party to the Amended and Restated Credit Agreement,
First Union National Bank, as Administrative Agent,
and Fleet National Bank, as Syndication Agent.
4.3 Lender Addition and Acknowledgement Agreement dated
July 27, 1999 to the Amended and Restated Credit
Agreement dated as of July 9, 1999, by and among
Cornerstone Realty Income Trust, Inc. and its
subsidiaries, as Borrowers, the Lenders who are or
may become party thereto, First Union National Bank,
as Administrative Agent, and Fleet National Bank as
Syndication Agent.
4.4 (1) Replacement Revolving Credit Note dated July 27,
1999 in the principal amount of up to $60,000,000
made payable by Cornerstone Realty Income Trust, Inc.
and its subsidiaries to the order of First Union
National Bank, and (2) Revolving Credit Note dated
July 27, 1999 in the principal amount of up to
$35,000,000 made payable by Cornerstone Realty Income
Trust, Inc. and its subsidiaries to the order of
Wachovia Bank, N.A., and (3) Replacement Revolving
Credit Note dated July 27, 1999 in the principal
amount of up to $35,000,000 made payable by
Cornerstone Realty Income Trust, Inc. and its
subsidiaries to the order of Fleet National Bank, and
(4) Replacement Revolving Credit Note dated July 27,
1999 in the principal amount of up to $30,000,000
made payable by Cornerstone Realty Income Trust, Inc.
and its subsidiaries to the order of Guaranty Federal
Bank, F.S.B., and (5) Replacement Revolving Credit
Note dated July 27, 1999 in the principal amount of
up to $25,000,000 made payable by Cornerstone Realty
Income Trust, Inc. and its subsidiaries to the order
of Crestar Bank.
4.5 Loan Letter Agreement dated June 25, 1999 among
Cornerstone Realty Income Trust, Inc., CRIT-NC, LLC
and Cornerstone REIT Limited Partnership as
Borrowers, and First Union National Bank as Lender,
pertaining to a loan in the amount of $5,500,000.
4.6 Promissory Note dated June 28, 1999 in the principal
amount of $5,500,000 made payable by Cornerstone
Realty Income Trust, Inc., CRIT-NC, LLC and
Cornerstone REIT Limited Partnership as Borrowers to
the order of First Union National Bank as Lender.
4.7 Press Release of the Company dated July 27, 1999.
Item 5. Other Events
In July 1999, Cornerstone Realty Income Trust, Inc. (the "Company")
entered into a number of revisions to its existing $175 million unsecured credit
facility (herein referred to, as amended, as the "Unsecured Line of Credit").
As of July 9, 1999, the Company, CRIT-NC, LLC and Cornerstone REIT
Limited Partnership, as Borrowers, entered into an Amended and Restated Credit
Agreement with First Union National Bank, Guaranty Federal Bank, F.S.B., Crestar
Bank and Fleet National Bank as Lenders, First Union National Bank, as
Administrative Agent, and Fleet National Bank as Syndication Agent.
Following the merger of Apple Residential Income Trust, Inc. into
Cornerstone Acquisition Company, a majority-owned subsidiary of the Company,
which was closed on July 23, 1999, the Company and all of its subsidiaries
(consisting of CRIT-NC, LLC, a Virginia limited liability company, Cornerstone
REIT Limited Partnership, a Virginia limited partnership, Cornerstone
Acquisition Company, Apple General, Inc. and Apple Limited, Inc., each a
Virginia corporation, and Apple REIT Limited Partnership, Apple REIT II Limited
Partnership, Apple REIT III Limited Partnership, Apple REIT IV Limited
Partnership, Apple REIT V Limited Partnership, Apple REIT VI Limited Partnership
and Apple REIT VII Limited Partnership, each a Virginia limited partnership)
entered into a Joinder Agreement dated July 26, 1999 to the Amended and Restated
Credit Agreement dated as of July 9, 1999, pursuant to which the Company and
each of its subsidiaries became a Borrower under such Amended and Restated
Credit Agreement.
Pursuant to a Lender Addition and Acknowledgement Agreement dated July
27, 1999, Wachovia Bank, N.A. became an additional Lender under the Amended and
Restated Credit Agreement.
Accordingly, following the execution of the documents described above,
the Lenders under the Unsecured Line of Credit and the respective loan amounts
thereunder are: First Union National Bank - $60 million, Fleet National Bank -
$35 million, Wachovia Bank, N.A. - $35 million, Guaranty Federal Bank, F.S.B. -
$30 million, and Crestar Bank - $25 million. The total amount of the commitments
under the Unsecured Line of Credit is $185 million.
On July 27, the Company issued a press release describing the principal
effects of the amendments to the Unsecured Line of Credit. This press release is
incorporated herein by this reference.
Pursuant to a letter agreement dated June 25, 1999 among Cornerstone
Realty Income Trust, Inc., CRIT-NC, LLC and Cornerstone REIT Limited Partnership
as Borrowers and First Union National Bank as Lender, the Borrowers obtained a
$5,500,000 unsecured loan to enable the refinancing of unsecured debt in the
same amount originally issued by the Company in connection with the acquisition
of the Trolley Square East Apartments. This loan is generally subject to the
same terms and conditions as are set forth in the Unsecured Line of Credit, but
the maturity date is September 27, 1999.
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: August 12, 1999 By: /s/ Stanley J. Olander, Jr.
-----------------------------------
Stanley J. Olander, Jr.,
Chief Financial Officer of
Cornerstone Realty Income Trust, Inc.
EXHIBIT INDEX
Cornerstone Realty Income Trust, Inc.
Form 8-K dated June 25, 1999
Exhibit Number Exhibit
4.1 Amended and Restated Credit Agreement dated as of July 9, 1999,
by and among Cornerstone Realty Income Trust, Inc., CRIT-NC, LLC,
Cornerstone REIT Limited Partnership, and any Additional
Borrowers party thereto, as Borrowers, the Lenders referred to
therein, First Union National Bank, as Administrative Agent, and
Fleet National Bank, as Syndication Agent.
4.2 Joinder Agreement dated July 26, 1999 to the Amended and Restated
Credit Agreement dated as of July 9, 1999, by and among
Cornerstone Realty Income Trust, Inc. and its subsidiaries, as
Borrowers, the lenders party to the Amended and Restated Credit
Agreement, First Union National Bank, as Administrative Agent,
and Fleet National Bank, as Syndication Agent.
4.3 Lender Addition and Acknowledgement Agreement dated July 27, 1999
to the Amended and Restated Credit Agreement dated as of July 9,
1999, by and among Cornerstone Realty Income Trust, Inc. and its
subsidiaries, as Borrowers, the Lenders who are or may become
party thereto, First Union National Bank, as Administrative
Agent, and Fleet National Bank as Syndication Agent.
4.4 (1) Replacement Revolving Credit Note dated July 27, 1999 in the
principal amount of up to $60,000,000 made payable by Cornerstone
Realty Income Trust, Inc. and its subsidiaries to the order of
First Union National Bank, and (2) Revolving Credit Note dated
July 27, 1999 in the principal amount of up to $35,000,000 made
payable by Cornerstone Realty Income Trust, Inc. and its
subsidiaries to the order of Wachovia Bank, N.A., and (3)
Replacement Revolving Credit Note dated July 27, 1999 in the
principal amount of up to $35,000,000 made payable by Cornerstone
Realty Income Trust, Inc. and its subsidiaries to the order of
Fleet National Bank, and (4) Replacement Revolving Credit Note
dated July 27, 1999 in the principal amount of up to $30,000,000
made payable by Cornerstone Realty Income Trust, Inc. and its
subsidiaries to the order of Guaranty Federal Bank, F.S.B., and
(5) Replacement Revolving Credit Note dated July 27, 1999 in the
principal amount of up to $25,000,000 made payable by Cornerstone
Realty Income Trust, Inc. and its subsidiaries to the order of
Crestar Bank.
4.5 Loan Letter Agreement dated June 25, 1999 among Cornerstone
Realty Income Trust, Inc., CRIT-NC, LLC and Cornerstone REIT
Limited Partnership as Borrowers, and First Union National Bank
as Lender, pertaining to a loan in the amount of $5,500,000.
4.6 Promissory Note dated June 28, 1999 in the principal amount of
$5,500,000 made payable by Cornerstone Realty Income Trust, Inc.,
CRIT-NC, LLC and Cornerstone REIT Limited Partnership as
Borrowers to the order of First Union National Bank as Lender.
4.7 Press Release of the Company dated July 27, 1999.