ITEM 1. Business
Cornerstone Realty Income Trust, Inc. (together with its subsidiaries, the "Company") is a Virginia corporation and was incorporated in August 1989. Initial capitalization occurred on August 18, 1992. Operations of rental property commenced on June 1, 1993. The business of the Company is to acquire and operate existing residential apartment complexes located in the southern United States. As of December 31, 1999, the Company owned 87 apartment communities, which comprised a total of 20,965 apartment units. The Company's apartment
communities are located in Georgia, North Carolina, South Carolina, Texas and Virginia. The Company's property acquisitions are described in Item 2
ITEM 2. Properties
Property Descriptions and Characteristics
As of December 31, 1999, the Company owned 87 apartment communities, which comprised a total of 20,965 apartment units. Those apartment communities were located in Georgia (7 communities), North Carolina (31 communities), South Carolina (8 communities), Texas (29 communities), and Virginia (12 communities).
The following table sets forth specific information regarding the Company's properties:
Notes to Table of Properties:
(1) "Total Investment" includes the purchase price of the property plus real estate commissions, closing costs and improvements capitalized since the date of acquisition, excluding Apple properties. The Apple properties include the allocated purchase price at the time of the merger and improvements capitalized since the merger.
(2) An open item denotes that the Company did not own the property during the period indicated.
(3) Heatherwood Apartments is comprised of Heatherwood (completed in 1980) and Italian Village and Villa Marina Apartments (completed in 1980), acquired in September 1996 and August 1997, respectively, at a cost of $10,205,457 and $7,425,000. They are adjoining properties and are operated as one apartment community.
(4) Trolley Square Apartments is comprised of Trolley Square East Apartments (completed in 1964) and Trolley Square West Apartments (completed in 1965) acquired in June 1996 and December 1996, respectively, at a cost of $6,000,000 and $4,242,575. They are adjacent properties and are operated as one apartment community.
(5) Trophy Chase is comprised of Trophy Chase (completed in 1970) and Hunter's Creek (completed in 1970) acquired in April 1996 and July 1999, respectively, at a cost of $3,710,000 and $8,918,991.
(6) Average rent per month reflects December's monthly gross potential less concessions divided by the property's number of units.
(7) Economic Occupancy percentage reflects Adjusted Schedule Rent divided by Adjusted Gross Potential where Adjusted Gross Potential consists of Gross Potential net of concessions, model unit costs, and employee unit costs, and Adjusted Schedule Rent consists of Adjusted Gross Potential net of vacancies and bad debt expense.
(8) Indication for ten properties that serve as collateral for $73.5 million of secured debt.
ITEM 3.
ITEM 3. Legal Proceedings
Neither the Company nor any of its apartment properties is presently subject to any material litigation nor, to the Company's knowledge, is any litigation threatened against the Company or any of the properties, other than routine actions arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the business or financial condition or results of operations of the Company.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5.
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's common shares are traded on the New York Stock Exchange ("NYSE"). The common shares were listed on the NYSE under the symbol "TCR" on April 18, 1997. Before that date, there was no active trading market for the common shares. The following table sets forth the high and low sale prices on the NYSE for the common shares (as reported by the NYSE) and the cash distributions declared and paid for each quarterly period indicated. On March 15, 2000, the last reported sale price on the NYSE was $10.375 per common share.
Distributions of $42,050,415 and $38,317,602 were made to the shareholders during 1999 and 1998, respectively.
The timing and amounts of distributions to shareholders are within the discretion of the Company's board of directors. Future distributions will depend on the Company's results of operations, cash flow from operations, economic conditions and other factors, such as working capital, cash requirements to fund investing and financing activities, capital expenditure requirements, including improvements to and expansions of properties and the acquisition of additional properties, as well as the distribution requirements under federal income tax provisions for qualification as a REIT. The Company's distributions to its shareholders also may be limited by the agreement pertaining to the Company's Unsecured Line of Credit.
For federal income tax purposes, distributions paid to common shareholders may consist of ordinary income, capital gains distributions, non-taxable return of capital, or a combination thereof. Distributions constitute ordinary income to the extent of the Company's current and accumulated earnings and profits. Distributions which exceed the Company's current and accumulated earnings and profits constitute a return of capital rather than a dividend to the extent of a shareholder's basis in his common shares and reduce the shareholder's basis in the common
shares. To the extent that a distribution exceeds both the Company's current and accumulated earnings and profits and the shareholder's basis in his common shares, it is generally treated as gain from the sale or exchange of that shareholder's common shares. The Company notifies shareholders annually as to the taxability of distributions paid during the preceding year. In 1999, approximately 11% of distributions represented a return of capital, and the balance represented ordinary income.
The Company has a Dividend Reinvestment and Share Purchase Plan under which any record holder of common shares may reinvest cash dividends and may invest additional cash payments of up to $15,000 per quarter in common shares.
On July 23, 1999, in connection with the Apple merger, the Company issued 12,666,019 Series A Convertible Preferred Shares, each of which is convertible into 1.5823 of the Company's common shares, reflecting a conversion price of $15.80 per common share of the Company. The Series A Convertible Preferred Shares are non-voting and have a liquidation preference of $25 per share of the Company's common shares. After five years, the Series A Convertible Preferred Shares are redeemable at $25 per share plus any accrued dividends, at the option of the Company, in whole or in part, for cash or stock, subject to certain conditions. The Company is imputing dividends calculated as the present value difference between the perpetual preferred stock distribution and the stated distribution rate. The imputed dividend is reflected as additional preferred stock distributions. The Series A Convertible Preferred Shares are not listed on any exchange.
On March 15, 2000, the Company's common shares were held by 128 record shareholders.
ITEM 6.
ITEM 6. Selected Financial Data
For the information called for by this item, see the information in Exhibit 13, 1999 Annual Report, under the caption "Selected Financial Data" on page 26 thereof, which information is hereby incorporated by reference herein.
The selected financial data should be read in conjunction with the financial statements and related notes of the Company included under Item 8 of this Report.
ITEM 7
ITEM 7 / 7A. Management's Discussion and Analysis of Financial Condition and Results of Operations / Market Risk Disclosure
For the information called for by this item, see the information in Exhibit 13, 1999 Annual Report, under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 27 through 32 thereof, which information is hereby incorporated herein by reference.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data
The financial statements of the Company and report of independent auditors required to be included in this item are set forth in Item 14 of this report and are hereby incorporated herein by reference.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
ITEM 10.
ITEM 10. Directors and Executive Officers of the Registrant
For information with respect to the Company's directors and director nominees see the information under "Ownership of Equity Securities" and "Election of Directors" in the Company's Proxy Statement for its 2000 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference. For information with respect to the Company's executive officers see "Executive Officers" in the Company's Proxy Statement for its 2000 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.
ITEM 11.
ITEM 11. Executive Compensation
For information with respect to compensation of the Company's executive officers and directors, see the information under "Compensation of Executive Officers" and "Compensation of Directors" in the Company's Proxy Statement for its 2000 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
See the information under "Ownership of Equity Securities" in the Company's Proxy Statement for its 2000 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
For information on certain relationships and related transactions, see the information under "Certain Relationships and Agreements" in the Company's Proxy Statement for its 2000 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of the report
1. Financial Statements
The following consolidated financial statements of the registrant are hereby included in Item 8 and incorporated by reference from Exhibit 13 (1999 Annual Report).
Independent Auditors' Report Ernst & Young LLP
Consolidated Balance Sheets December 31, 1999 and 1998
Consolidated Statements of Operations Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Shareholders' Equity Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows Years ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation (Included at the end of this Part IV on pages 19 through 26 of this report)
All other financial statement schedules have been omitted because they are not applicable or not required or because the required information is included elsewhere in the financial statements or notes thereto.
3. Exhibits
Incorporated herein by reference are the exhibits listed under "Exhibit Index" on pages 28 through 36 of this report.
(b) Reports on Form 8-K
During the last quarter of 1999, the Company filed the following Current Reports on Form 8-K:
On October 13, 1999, the registrant filed a Report on Form 8-K to a Report on Form 8-K dated October 1, 1999. This item was item 5 and 7.
On November 3, 1999, the registrant filed a Report on Form 8-K to a Report on Form 8-K dated September 29, 1999.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (AS OF DECEMBER 31, 1999)
(1) Represents the aggregate cost for Federal Income tax purposes.
(2) $73.5 million of secured debt which is secured by 10 properties which are individually noted.
The reconciliations of the carrying amount of real estate owned and accumulated depreciation is contained in Note 3 of the audited financial statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cornerstone Realty Income Trust, Inc.
By: /s/ Glade M. Knight ---------------------------------- Glade M. Knight
Chairman of the Board, Chief Executive Officer and President
March 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
EXHIBIT INDEX
Exhibit No. Description - ------- -----------
2 Agreement and Plan of Merger, dated as of March 30, 1999, by and among the registrant, Apple Residential Income Trust, Inc. and Cornerstone Acquisition Company (Incorporated by reference to Exhibit 2 included in the registrant's Registration Statement on Form S-4; Registration Statement No. 333-78117).
3.1 Amended and Restated Articles of Incorporation of Cornerstone Realty Income Trust, Inc., as amended (Incorporated by reference to Exhibit 3.1 included in the registrant's Report on Form 8-K dated May 12, 1998; File No. 1-12875).
3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation of Cornerstone Realty Income Trust, Inc. (Incorporated by reference to Exhibit 3.2 included in the registrant's Report on Form 8-K dated July 23, 1999; File No. 1-12875).
3.3 Bylaws of Cornerstone Realty Income Trust, Inc. (Amended Through July 15, 1999) (Incorporated by reference to Exhibit 3.3 included in the registrant's Report on Form 8-K dated July 23, 1999; File No. 1-12875).
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 (Incorporated by reference to Exhibit 4.1 included in the registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).
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 (Incorporated by reference to Exhibit 4.2 included in the registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).
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 (Incorporated by reference to Exhibit 4.3 included in the registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).
Exhibit No. Description - ------- -----------
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 (Incorporated by reference to Exhibit 4.4 included in the registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).
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 (Incorporated by reference to Exhibit 4.5 included in the registrant's Report on Form 8-K dated June 25, 1999; File No. 1-12875).
4.6 Promissory Note dated September 27, 1999 in the principal amount of $50,550,000 made payable by Cornerstone Realty Income Trust, Inc. to the order of The Prudential Insurance Company of America (Incorporated by reference to Exhibit 4.1 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.7 Promissory Note dated September 27, 1999 in the principal amount of $22,950,000 made payable by CRIT-NC, LLC to the order of The Prudential Insurance Company of America (Incorporated by reference to Exhibit 4.2 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.8 Mortgage and Security Agreement dated as of September 27, 1999 from Cornerstone Realty Income Trust, Inc., as borrower, to The Prudential Insurance Company of America, as lender, pertaining to the Hampton Pointe and Westchase properties (Incorporated by reference to Exhibit 4.3 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.9 Mortgage and Security Agreement dated as of September 27, 1999 from Cornerstone Realty Income Trust, Inc., as borrower, to The Prudential Insurance Company of America, as lender, pertaining to the Arbors at Windsor Lake property (Incorporated by reference to Exhibit 4.4 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
Exhibit No. Description - ------- -----------
4.10 Deed of Trust and Security Agreement dated as of September 27, 1999 made by CRIT-NC, LLC, as borrower, for the benefit of The Prudential Insurance Company of America, as lender, pertaining to the Charleston Place and Stone Point properties (Incorporated by reference to Exhibit 4.5 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.11 Deed of Trust and Security Agreement dated as of September 27, 1999 made by CRIT-NC, LLC, as borrower, for the benefit of The Prudential Insurance Company of America, as lender, pertaining to the St. Regis and Remington Place properties (Incorporated by reference to Exhibit 4.6 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.12 Deed To Secure Debt and Security Agreement by Cornerstone Realty Income Trust, Inc., as borrower, to The Prudential Insurance Company of America, as lender, pertaining to the Ashley Run, Stone Brook and Spring Lake properties (Incorporated by reference to Exhibit 4.7 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.13 Assignment of Leases and Rents dated as of September 27, 1999, by Cornerstone Realty Income Trust, Inc. to The Prudential Insurance Company of America (Charleston County, South Carolina) (Incorporated by reference to Exhibit 4.8 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.14 Assignment of Leases and Rents dated as of September 27, 1999, by Cornerstone Realty Income Trust, Inc. to The Prudential Insurance Company of America (Richland County, South Carolina) (Incorporated by reference to Exhibit 4.9 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.15 Assignment of Leases and Rents dated as of September 27, 1999, by CRIT-NC, LLC to The Prudential Insurance Company of America (Mecklenburg County, North Carolina) (Incorporated by reference to Exhibit 4.10 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.16 Assignment of Leases and Rents dated as of September 27, 1999, by Cornerstone Realty Income Trust, Inc. to The Prudential Insurance Company of America (Clayton County, Georgia) (Incorporated by reference to Exhibit 4.11 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
4.17 Assignment of Leases and Rents dated as of September 27, 1999, by Cornerstone Realty Income Trust, Inc. to The Prudential Insurance Company of America (Gwinnett County, Georgia) (Incorporated by reference to Exhibit 4.12 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
Exhibit No. Description - ------- ----------- 4.18 Assignment of Leases and Rents dated as of September 27, 1999, by CRIT-NC, LLC to The Prudential Insurance Company of America (Wake County, North Carolina) (Incorporated by reference to Exhibit 4.13 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
The registrant agrees to furnish the Securities and Exchange Commission on request a copy of any instrument with respect to long-term debt of the registrant or its subsidiaries the total amount of securities authorized under which does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.
10.1 Amendment and Restatement of Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan. (Exhibit 10.14) (1) This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.2 Amendment and Restatement of Cornerstone Realty Income Trust, Inc. 1992 Non-Employee Directors Stock Option Plan. (Exhibit 10.15) (1) This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K.
10.3 Agreement for Appointment of Transfer Agent and Registrar between Cornerstone Realty Income Trust, Inc. and First Union National Bank of North Carolina (Incorporated by reference to Exhibit 10.19 to the registrant's Report on Form 10-K for the Year Ended December 31, 1994; File No. 0-23954).
10.4 Agreement and Bill of Transfer and Assignment dated October 1, 1996 between Cornerstone Management Group, Inc. and Cornerstone Realty Income Trust, Inc.(2)
10.5 Agreement and Bill of Transfer and Assignment dated October 1, 1996 between Cornerstone Advisors, Inc. and Cornerstone Realty Income Trust, Inc.(2)
10.6 Agreement and Bill of Transfer and Assignment dated October 1, 1996 between Cornerstone Realty Group, Inc. and Cornerstone Realty Income Trust, Inc. (Acquisition/Disposition Agreement).(2)
10.7 Agreement and Bill of Transfer and Assignment dated October 1, 1996 between Cornerstone Realty Group, Inc. and Cornerstone Realty Income Trust, Inc. (Personal Property). (2)
10.8 Employment Agreement dated September 1, 1996 between Cornerstone Realty Income Trust, Inc. and Glade M. Knight. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (Incorporated by reference to Exhibit 10.8 to the registrant's Report on Form 10-K for the Year Ended December 31, 1997; File No. 1-12875).
Exhibit No. Description - ------- ----------- 10.9 Employment Agreement dated September 1, 1996 between Cornerstone Realty Income Trust, Inc. and Debra A. Jones. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (2)
10.10 Employment Agreement dated September 1, 1996 between Cornerstone Realty Income Trust, Inc. and Stanley J. Olander, Jr . This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (2)
10.11 First Amendment to the Cornerstone Realty Income Trust, Inc. 1992 Incentive Plan. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (Incorporated by reference to Exhibit 10.24 to the registrant's Report on Form 10-K for the Year Ended December 31, 1997; File No. 1-12875).
10.12 First Amendment to the 1992 Incentive Plan Nonstatutory Stock Option Agreement between Cornerstone Realty Income Trust, Inc. and Martin Zuckerbrod. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (Incorporated by reference to Exhibit 10.25 to the registrant's Report on Form 10-K for the Year Ended December 31, 1997; File No. 1-12875).
10.13 First Amendment to the 1992 Incentive Plan Nonstatutory Stock Option Agreement between Cornerstone Realty Income Trust, Inc. and Harry S. Taubenfeld. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (Incorporated by reference to Exhibit 10.26 to the registrant's Report on Form 10-K for the Year Ended December 31, 1997; File No. 1-12875).
10.14 First Amendment to the Cornerstone Realty Income Trust, Inc. 1992 Non-Employee Directors Stock Option Plan. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 (c) of Form 10-K. (Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated May 12, 1998; File No. 1-12875).
10.15 Articles of Organization of CRIT-NC, LLC (Incorporated by reference to Exhibit 10.1 included in the registrant's Current Report on Form 8-K dated December 30, 1997; File No. 0-23954.)
10.16 Operating Agreement of CRIT-NC, LLC dated as of December 9, 1997 (Incorporated by reference to Exhibit 10.2 included in the registrant's Current Report on Form 8-K dated December 30, 1997; File No. 0-23954).
Exhibit No. Description - ------- ----------- 10.17 Environmental Indemnity Agreement dated as of September 27, 1999 by Cornerstone Realty Income Trust, Inc. in favor of The Prudential Insurance Company of America referring to the $50,550,000 Promissory Note (Incorporated by reference to Exhibit 10.1 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
10.18 Environmental Indemnity Agreement dated as of September 27, 1999 by CRIT-NC, LLC and Cornerstone Realty Income Trust, Inc. in favor of The Prudential Insurance Company of America referring to the $22,950,000 Note (Incorporated by reference to Exhibit 10.2 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
10.19 Unconditional and Irrevocable Guaranty of Payment and Performance (Recourse Carveouts) dated as of September 27, 1999 made by Cornerstone Realty Income Trust, Inc. in favor of The Prudential Insurance Company of America pertaining to the $22,950,000 Promissory Note (Incorporated by reference to Exhibit 10.3 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
10.20 Unconditional and Irrevocable Guaranty of Payment and Performance (Cross-Collateralization) dated as of September 27, 1999 made by Cornerstone Realty Income Trust, Inc. in favor of The Prudential Insurance Company of America pertaining to the $22,950,000 Promissory Note (Incorporated by reference to Exhibit 10.4 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
10.21 Unconditional and Irrevocable Guaranty of Payment and Performance (Cross-Collateralization) dated as of September 27, 1999 made by CRIT-NC, LLC in favor of The Prudential Insurance Company of America pertaining to the $50,550,000 Promissory Note (Incorporated by reference to Exhibit 10.5 included in the registrant's Report on Form 8-K dated September 29, 1999; File No. 1-12875).
10.22 Articles of Incorporation of Apple General, Inc. (Incorporated by reference to Exhibit 10.14 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
10.23 Bylaws of Apple General, Inc. (Incorporated by reference to Exhibit 10.15 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
10.24 Articles of Incorporation of Apple Limited, Inc. (Incorporated by reference to Exhibit 10.12 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
10.25 Bylaws of Apple Limited, Inc. (Incorporated by reference to Exhibit 10.13 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
Exhibit No. Description - ------- ----------- 10.26 Certificate of Limited Partnership of Apple REIT Limited Partnership (Incorporated by reference to Exhibit 10.16 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
10.27 Limited Partnership Agreement of Apple REIT Limited Partnership (Incorporated by reference to Exhibit 10.17 filed in the registration statement on Form S-11 of Apple Residential Income Trust, Inc.; File No. 333-10635).
10.28 Certificate of Limited Partnership for Apple REIT II Limited Partnership (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.29 Limited Partnership Agreement for Apple REIT II Limited Partnership (Incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.30 Certificate of Limited Partnership for Apple REIT III Limited Partnership (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.31 Limited Partnership Agreement for Apple REIT III Limited Partnership (Incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.32 Certificate of Limited Partnership for Apple REIT IV Limited Partnership (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.33 Limited Partnership Agreement for Apple REIT IV Limited Partnership (Incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.34 Certificate of Limited Partnership for Apple REIT V Limited Partnership (Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.35 Limited Partnership Agreement for Apple REIT V Limited Partnership (Incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.36 Certificate of Limited Partnership for Apple REIT VI Limited Partnership (Incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983)
Exhibit No. Description - ------- ----------- 10.37 Limited Partnership Agreement for Apple REIT VI Limited Partnership (Incorporated by reference to Exhibit 10.10 to Current Report on Form 8-K dated July 9, 1998 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.38 Certificate of Limited Partnership of Apple REIT VII Limited Partnership (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K dated February 1, 1999 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.39 Limited Partnership Agreement of Apple REIT VII Limited Partnership (Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K dated February 1, 1999 of Apple Residential Income Trust, Inc.; File No. 0-23983).
10.40 Apple Residential Income Trust, Inc. 1996 Non-Employee Directors Stock Option Plan. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K (Incorporated by reference to Exhibit 99 to the Registration Statement on Form S-8 of Apple Residential Income Trust, Inc., as filed with the Securities and Exchange Commission on September 30, 1998; File No. 333-64703).
10.41 Apple Residential Income Trust, Inc. 1996 Incentive Plan. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K (Incorporated by reference to Exhibit 99 to the Registration Statement on Form S-8 of Apple Residential Income Trust, Inc., as filed with the Securities and Exchange Commission on September 30, 1998; File No. 333-64701).
10.42 Articles of Incorporation of Cornerstone Acquisition Company, as amended by Articles of Amendment thereto (FILED HEREWITH).
10.43 Bylaws of Cornerstone Acquisition Company. (FILED HEREWITH).
10.44 Articles of Incorporation of CRIT-SC, Inc. (FILED HEREWITH).
10.45 Bylaws of CRIT-SC, Inc. (FILED HEREWITH).
10.46 Articles of Organization of CRIT-SC, LLC. (FILED HEREWITH).
10.47 Operating Agreement of CRIT-SC, LLC. (FILED HEREWITH).
10.48 Certificate of Limited Partnership of CRIT-Cornerstone Limited Partnership. (FILED HEREWITH).
10.49 Limited Partnership Agreement of CRIT-Cornerstone Limited Partnership. (FILED HEREWITH).
10.50 Stock Option Agreement dated July 23, 1999 between Glade M. Knight and Cornerstone Realty Income Trust, Inc. This is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. (FILED HEREWITH).
Exhibit No. Description - ------- ----------- 12 Statement regarding computation of Ratio of Earnings to Fixed Charges. (FILED HEREWITH).
13 Portions of the registrant's 1999 Annual Report (with the exception of the information incorporated by reference in Items 6, 7, and 14 of this Form 10-K Report, no other information appearing in the 1999 Annual Report is to be deemed filed as a part of this Form 10-K Report). (FILED HEREWITH).
21 Subsidiaries of Cornerstone Realty Income Trust, Inc. (FILED HEREWITH).
23 Consent of Independent Auditors. (FILED HEREWITH).
27 Financial Data Schedule. (FILED HEREWITH).
(1) Incorporated herein by reference to the Exhibit referred to in parentheses which was filed as an Exhibit to the registrant's Post-Effective Amendment No. 5 to its Registration Statement on Form S-11 (File No. 33-51296), as filed with the Securities and Exchange Commission on April 28, 1994.
(2) Incorporated herein by reference to the Exhibit of the same number filed as an Exhibit to the registrant's Report on Form 8-K dated September 26, 1996 (File No. 0-23954).