New York State Teachers Retirement System – ‘SC 13D’ on 12/12/96 re: Cornerstone Properties Inc

As of:  Thursday, 12/12/96   ·   Accession #:  950144-96-9035   ·   File #:  5-47483

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      New York State Teachers Retirement System              6     25K 
 2: EX-99       Stockholders Agreement                                21     70K 

SC 13D   —   New York State Teachers Retirement System
Document Table of Contents

SC 13D
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13D-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO._____)  

CORNERSTONE PROPERTIES INC. 
--------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE 
--------------------------------------------------------------------------------
(Title of Class of Securities)

----------------------------------------------------  
(CUSIP Number)

DONALD W. DELUCA  
10 CORPORATE WOODS DRIVE  
ALBANY, NEW YORK 12211-2395 
(518-447-2722)  
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)                                                                 

NOVEMBER 27, 1996 
----------------------------------------------------  
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.       

NOTE: Six copies of this statement, including all exhibits, should be filed     
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to 
be sent.                                                                        

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                                SCHEDULE 13D                                                                          
----------------------------                -------------------------                                                 
CUSIP NO.___________                        PAGE 2    OF      6 PAGES                                                 
----------------------------                -------------------------                                                 
                                                                                                                      
1       NAME OF REPORTING PERSON                                                                                      
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                                                             

        NEW YORK STATE TEACHERS' RETIREMENT SYSTEM                                                                    
        IRS IDENTIFICATION NO. 14-6000735                                                                             
----------------------------------------------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                   (a) [ ]   
        N/A                                                                                                 (b) [ ]   
----------------------------------------------------------------------------------------------------------------------
3       SEC USE ONLY                                                                                                  

----------------------------------------------------------------------------------------------------------------------
4       SOURCE OF FUNDS*                                                                                              
        WC                                                                                                            
----------------------------------------------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]   

----------------------------------------------------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OR ORGANIZATION                                                                          
        NEW YORK                                                                                                      
----------------------------------------------------------------------------------------------------------------------
                                                   7          SOLE VOTING POWER                                       
                         NUMBER OF                                6,896,550                                           
                           SHARES               ----------------------------------------------------------------------
                        BENEFICIALLY               8          SHARED VOTING POWER                                     
                          OWNED BY                                0                                                   
                            EACH                ----------------------------------------------------------------------
                         REPORTING                 9          SOLE DISPOSITIVE POWER                                  
                           PERSON                                 6,896,550                                           
                            WITH                ----------------------------------------------------------------------
                                                   10         SHARED DISPOSITIVE POWER                                
                                                                  0                                                   
----------------------------------------------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,896,550                                      
----------------------------------------------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                  [ ]   
----------------------------------------------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                            
               25.1%                                                                                                  
----------------------------------------------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*                                                                                     
               EP                                                                                                     
----------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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The information set forth in response to each separate Item shall be deemed to  
be a response to all Items where such information is relevant.                  

ITEM 1.   SECURITY AND ISSUER.                                                  

    This statement relates to the common stock, without par value (the "Common
Stock"), of Cornerstone Properties Inc., a Nevada corporation (the "Issuer").   
The principal executive offices of the Issuer are located at 126 East 56th      
Street, New York, New York 10022.                                               

ITEM 2.   IDENTITY AND BACKGROUND.                                              

 The person filing this statement is New York State Teachers' Retirement
System, a public pension system created under the New York Education Law and    
having the powers of a corporation pursuant to Section 502 thereof (the         
"System"). The System's principal business is the payment of pensions and       
annuities to teachers and their beneficiaries.  The address of its principal    
business and principal office is 10 Corporate Woods Drive, Albany, New York     
12211-2395.                                                                     

During the last five years, the System has not been convicted in any  
criminal proceeding (excluding traffic violations or similar misdemeanors).     
During the last five years, the System has not been a party to a civil          
proceeding of a judicial or administrative body of competent jurisdiction       
resulting in its being subject to a judgment, decree or final order enjoining   
future violations of, or prohibiting or mandating activities subject to,        
Federal or state securities laws or finding any violation with respect to such  
laws.                                                                           

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

    The source of all funds used to purchase 689,655 shares of the Issuer's 8%
Cumulative Convertible Preferred Stock, without par value (the "Preferred       
Stock"), was general investment funds.  Each share of Preferred Stock is        
convertible at any time by the holder thereof into ten shares of the Issuer's   
Common Stock, subject to certain anti-dilution adjustments.  The amount of      
funds used to purchase the Preferred Stock was $100,000,000.                    

ITEM 4.   PURPOSE OF TRANSACTION.                                               

  The shares of Preferred Stock purchased by the System have been acquired
for investment purposes.                                                        

The System may, from time to time, increase, reduce or dispose of its 
investment in the Issuer, depending on the Issuer's business, prospects and     
financial condition, general economic conditions, economic conditions in the    
markets in which the Issuer operates, the market for the                        

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Common Stock and Preferred Stock, the availability of funds, other              
opportunities available to the System, and other considerations.                

 As long as the System holds $50,000,000 or more of the Preferred Stock,
the System has the right to nominate one director to the Issuer's Board of      
Directors to be elected by the holders of Preferred Stock.                      

On November 27, 1996, George A. Davis, an employee of the System, was 
elected to the Board of Directors of the Issuer.                                

    At any time a purchaser of Preferred Stock acquires $50,000,000 or more of
the Preferred Stock and is designated by the System as an approved purchaser    
(an "Approved Purchaser"), such Approved Purchaser shall be entitled to         
nominate one additional director to the Issuer's Board of Directors to be       
elected by the holders of Preferred Stock.                                      

Except as discussed above, the System has no plans or proposals that  
relate to or would result in any of the matters referred to in paragraphs (a) - 
(j) of Item 4 of Schedule 13D.                                                  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a) On November 22, 1996, the System purchased from the Issuer in a   
private placement transaction 689,655 shares of the Preferred Stock for an      
aggregate consideration of $100,000,000.  Each share of Preferred Stock is      
convertible at any time by the holder thereof into ten shares of the Issuer's   
Common Stock, subject to certain anti-dilution adjustments.  Assuming the       
conversion of all shares of Preferred Stock owned by the System, the System     
would be the beneficial owner of 6,896,550 shares the Issuer's Common Stock,    
representing 25.1% of the Issuer's issued and outstanding Common Stock (based   
upon the number of shares of Common Stock outstanding on November 14, 1996, as  
disclosed in the Issuer's Quarterly Report on Form 10-Q for the nine months     
ended September 30, 1996).                                                      

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  (b) The System has the sole voting and dispositive power with respect to
all of the shares of Preferred Stock held by it and upon the conversion would   
have the sole voting and dispositive power with respect to all shares of Common 
Stock held by it.                                                               

  (c) The System had not effected a transaction in the Common Stock or the
Preferred Stock during the sixty days preceding the date of this Statement.     

   (d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the     
securities described above.                                                     

(e) Not applicable.                                                   

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
TO SECURITIES OF THE ISSUER.                                

    The Issuer and the System entered into a stockholders' agreement, dated as
of November 22, 1996 (the "Stockholders' Agreement").   The terms of the        
Stockholders' Agreement provide for, among other items, certain voting          
requirements and certain transfer restrictions.                                 

Pursuant to the Stockholders' Agreement, as long as the System holds  
shares of Preferred Stock with an aggregate stated value equal to or in excess  
of $50,000,000, the System shall be entitled to designate the one director whom 
the holders of Preferred Stock are required to elect to the Board of Directors  
of the Issuer.  In addition, at any time when an Approved Purchaser holds shares
of Preferred Stock with an aggregate stated value equal to or in excess of      
$50,000,000, such Approved Purchaser shall be entitled to designate an          
additional director whom the holders of the Preferred Stock are required to     
elect at such time.                                                             

Pursuant to the Stockholders' Agreement, the holders of shares of     
Preferred Stock are also subject to certain transfer restrictions which are     
designed to preserve the validity of the initial private placement of the       
Preferred Stock.  The terms of the Stockholders' Agreement are set forth in     
more detail in the exhibit incorporated by reference at Item 7 of this          
Schedule 13D.                                                                   

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

1.   The Stockholders' Agreement between Cornerstone Properties     
   Inc., the New York State Teachers' Retirement System, and the
       purchasers of 8% Cumulative Convertible Preferred Stock which may
become a party thereto from time to time.                 

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SIGNATURE 

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

December 6, 1996  
                        ------------------------------------------
Date              

                        NEW YORK STATE TEACHERS' RETIREMENT SYSTEM

       By:  /s/ Donald W. DeLuca
                             -------------------------------------
              Name: Donald W. DeLuca
                         Title: Director of Administration

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		10/31/97		1
Filed on:		12/12/96							8-K,  8-K/A
		12/6/96		6
		11/27/96		1		4			SC 13D
		11/22/96		4		5
		11/14/96		4					10-Q
		9/30/96		4					10-Q,  10-Q/A
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