-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWZ4IvgEKAH4PimrihbSFT0IHB23awgdIry9g85I1JeWTJnaHcm4ubbTiZdSQdNV y8iXFWFJCXkvFbtyYdrTHw== 0001104659-07-087498.txt : 20071206 0001104659-07-087498.hdr.sgml : 20071206 20071206172543 ACCESSION NUMBER: 0001104659-07-087498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071203 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071206 DATE AS OF CHANGE: 20071206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNERSTONE REALTY FUND LLC CENTRAL INDEX KEY: 0001073149 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 330825254 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51868 FILM NUMBER: 071290382 BUSINESS ADDRESS: STREET 1: 1920 MAIN PLAZA STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949 852-1007 MAIL ADDRESS: STREET 1: 1920 MAIN PLAZA STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: CORNERSTONE INDUSTRIAL PROPERTIES INCOME & GROWTH FUND LLC DATE OF NAME CHANGE: 19981106 8-K 1 a07-30725_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

 

December 3, 2007

Date of Report (Date of earliest event reported)

 

CORNERSTONE REALTY FUND, LLC

(Exact name of registrant as specified in its charter)

 

California

 

000-51868

 

33-0827161

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

1920 Main Street., Suite 400
Irvine, California 92614

(Address of principal executive offices)

 

(949) 852-1007

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 


 

Item 8.01  Other Events.

 

Attached hereto as Exhibit 99.1 is a communication that Cornerstone Realty Fund, LLC has mailed to its security holders.

 

Item 9.01  Financial Statements in Exhibits

 

(d)  Exhibits

 

99.1                           Communication to security holders dated December 3, 2007.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CORNERSTONE REALTY FUND, LLC

 

 

 

By:

CORNERSTONE INDUSTRIAL PROPERTIES, LLC

 

Its Managing Member

 

 

 

 

By:

CORNERSTONE VENTURES, INC.

 

 

Its Manager

 

 

 

 

 

By:

/s/ Sharon C. Kaiser

 

 

 

     Sharon C. Kaiser, Chief Financial Officer

 

 

 

Dated: December 5, 2007

 

 

 

2

 EX-99.1 2 a07-30725_1ex99d1.htm EX-99.1

Exhibit 99.1

 

December 3, 2007

 

Dear Cornerstone Realty Fund, LLC Investor:

 

CMG Partners has launched another Mini-Tender Offer for units of Cornerstone Realty Fund, LLC at $435 per unit.  This is an increase of $135 per unit over the $300 per unit price CMG first offered. CMG has specifically included in the terms of its offer that all distributions paid or declared by the Fund on or after November 1, 2007 would belong to CMG. Therefore, if you were to tender your units on February 28, 2008, CMG would be entitled to the last three months of distributions that you received, including those we anticipate paying in January 2008. The Fund is currently paying a 5% annualized cash distribution to investors. The price you would receive net of the anticipated January cash distributions would be $428.75 per unit. If you tender your units to CMG and the Fund subsequently declares an additional distribution of net proceeds from the sale of properties, such additional distribution would also belong to CMG and the net proceeds to you from the sale of your units to CMG would be further reduced. The Fund sold a property for $3.2 million in April 2007. We expect to retain a portion of the net sales proceeds for working capital reserves and anticipate that we will distribute approximately $10 per unit to investors, although we have not determined the exact timing or amount of such distribution as of the date of this letter. Should you choose to tender your units to CMG Partners, you have only 10 days from that date to withdraw your units from their Mini-Tender Offer.

 

CMG is offering to purchase an aggregate of 4.9% of the total units at an established price without limitations on the timing for purchases (other than the expiration date of the CMG tender offer which is 5:00 P.M. PST February 28, 2008). Investors selling units, including sales to CMG as part of the CMG tender offer, pay a $75 fee to the transfer agent per transaction (not per unit).

 

Cornerstone Realty Fund has adopted a repurchase program and established the initial price to be paid for units purchased pursuant to the repurchase program at $435 per unit. In contrast to the CMG offer, the repurchase program is subject to limitations on the number of units that can be repurchased in any calendar year (initially 2% of the total units outstanding), limitations on the timing for purchases and periodic adjustments to the price to be paid for units upon at least 30 days notice to investors. Investors redeeming units under the repurchase program pay a $37.50 fee to the transfer agent per transaction (not per unit).

 

As we have stated in the past, we at Cornerstone value your participation and investment in the Cornerstone Realty Fund.  The Fund is legally required to liquidate its properties prior to December 31, 2010. While aggregate portfolio rents are increasing and the Fund believes that additional portfolio value may be realized over its remaining anticipated investment holding period, risks we do not control may affect the value of the Fund’s properties. Property values may be adversely affected by changes in regional or nationwide economic climate, interest rate levels and availability of financing to buyers. Cornerstone Realty Fund files annual, quarterly and current reports with the Securities and Exchange Commission, which are publicly available via the SEC’s web site at www.sec.gov. Investors are encouraged to review these reports in evaluating whether or not to accept CMG’s tender offer.

 

The Fund expresses no opinion and is remaining neutral with respect to the CMG tender offer. The reason for this position is that the Fund believes that the CMG net offer price, which is similar to the Fund’s repurchase program price, represents a fair discount to estimated liquidation value for investors who seek early liquidation of their investment.

 

In closing, we greatly appreciate your investment in the Fund. We look forward to working with you in the future. If you or your financial advisor have any questions, please call us at (877) 805-3333.

 

Sincerely,

 

Cornerstone Realty Fund, LLC

 

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