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EXHIBIT 99.2
Slide 1
OVERVIEW OF THE
CAREY DIVERSIFIED LLC AND W. P. CAREY & CO., INC.
MERGER
[CAREY DIVERSIFIED LLC LOGO] November 30, 1999 [W. P. CAREY & CO., INC. LOGO]
Slide 2
OVERVIEW
Creation of the dominant net lease company that serves public and private
investors
BENEFITS:
- - Immediate Accretion
- - Unique Access to Capital
- - Enhanced Growth
- - Strengthened Credit Profile
- - Future Growth Potential
[W. P. CAREY & CO., INC. LOGO]
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Slide 3
TRANSACTION SUMMARY
- - W. P. CAREY & CO., INC. WILL CONTRIBUTE ALL OF ITS OPERATING ASSETS TO
CAREY DIVERSIFIED LLC ("CDC") IN EXCHANGE FOR 8 MILLION SHARES OF CDC
- - STOCKHOLDERS OF W. P. CAREY MAY EARN UP TO 2 MILLION ADDITIONAL SHARES
OF WPC OVER A PERIOD OF UP TO FIVE YEARS, BASED UPON CERTAIN
PERFORMANCE CRITERIA
- - W. P. CAREY PERSONNEL WILL BECOME EMPLOYEES OF THE COMPANY
[W.P. CAREY & CO., INC. LOGO]
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Slide 4
TRANSACTION SUMMARY (CONT'D)
- - THE MERGED ENTITY WILL BECOME THE ADVISOR TO CORPORATE PROPERTY
ASSOCIATES 10, 12 AND 14 AND CAREY INSTITUTIONAL PROPERTIES
- - THE COMPANY WILL TRADE ON THE NYSE AND PSE UNDER THE SYMBOL "WPC"
- - EXPECTED TIMELINE
Board Approval Consent Solicitation Expected Expected Closing
of Merger to Commence Date
NOVEMBER 30 JANUARY 2000 APRIL 2000
[W.P. CAREY & CO., INC. LOGO]
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Slide 5
PROPOSED COMPANY STRUCTURE
PRE MERGER POST MERGER
W. P. CAREY & CO. (PRIVATE) W. P. & CAREY & CO. LLC (PUBLIC)
manages net lease assets owns & manages net lease assets
[ARROW GRAPHIC]
CPA REITS CDC (PUBLIC) OWNS MANAGES
$850 MILLION $1.6 BILLION
NET LEASE ASSETS NET LEASE ASSETS
CDC ASSETS CPA/CIP
ASSETS
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Slide 6
W.P. CAREY & CO. OVERVIEW
- - 20 YEARS OF DEMONSTRATED CAPITAL RAISING ABILITY IN ITS PRIVATE
INVESTMENT VEHICLES
- - CONSISTENTLY SUPERIOR PERFORMANCE OVER THE LAST 26 YEARS SERVING 65,000
INVESTORS, BOTH PUBLIC AND PRIVATE
- - STRONG CORPORATE IDENTITY BASED UPON LONG-TERM PRESENCE IN NET LEASE
FINANCING MARKET WITH OVER 400 CORPORATIONS
[W.P. CAREY & CO., INC. LOGO]
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Slide 7
W.P. CAREY & CO. OVERVIEW (CONT'D)
- - MANAGEMENT CONTINUITY AND EXPERIENCE, COMPLEMENTED BY A DISTINGUISHED
AND RENOWNED BOARD OF DIRECTORS:
MANAGEMENT TEAM:
- WM. POLK CAREY - Chairman of the Board and Chief Executive
Officer
- FRANCIS J. CAREY - Vice Chairman
- GEORGE E. STODDARD - Chief Investment Officer
- GORDON F. DUGAN - President
- JOHN J. PARK - Chief Financial Officer
INDEPENDENT DIRECTORS:
- EBERHARD FABER, IV - Former Director of the Federal Reserve
Bank of Philadelphia and Chairman of Eberhard Faber, Inc.
- DR. LAWRENCE R. KLEIN - Nobel Laureate in Economics, Benjamin
Franklin Professor of Economics and Finance (Emeritus),
University of Pennsylvania
- DONALD E. NICKELSON - Chairman of the Audit Committee, Former
President of PaineWebber, Inc.
- CHARLES C. TOWNSEND, JR. - Former Head of Corporate Finance,
Morgan Stanley & Co.
- REGINALD WINSSINGER - Chairman of Horizon New America National
Portfolio Inc.
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Slide 8
W.P. CAREY & CO. HISTORICAL OVERVIEW (CONT'D)
- - UNSURPASSED INVESTMENT EXPERTISE WITH INDEPENDENT INVESTMENT COMMITTEE:
- GEORGE E. STODDARD: Chairman of Investment Committee and Chief
Investment Officer, former head of corporate investments -
Equitable
- NATHANIEL S. COOLIDGE: former head of bond and corporate
finance department - John Hancock Mutual Life Insurance
Company
- FRANK J. HOENEMEYER: Vice Chairman of Investment Committee,
former Vice Chairman and Chief Investment Officer - Prudential
Insurance Company of America
- LAWRENCE R. KLEIN: Chairman of Economic Policy Committee,
Nobel Laureate in Economic Science and Benjamin Franklin
Professor of Economics, Emeritus - University of Pennsylvania
and Wharton School
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Slide 9
WPC/CDC MERGER BENEFITS
- - IMMEDIATE ACCRETION - The transaction is expected to be accretive to
the company's per share FFO during the first year of combined
operations and more accretive thereafter
- - UNIQUE ACCESS TO CAPITAL - Capitalize on W. P. Carey's access to
private capital. Raised $300 million over the past two years.
- - ENHANCED GROWTH - Combine the greater growth potential of asset
management business with the stability of net lease investment
revenues. Assets under management have grown from $1 billion in 1994 to
$2.5 billion.
- - STRENGTHENED CREDIT PROFILE - Market capitalization will increase by
over 30% without any increase in indebtedness.
[W.P. CAREY & CO., INC. LOGO]
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Slide 10
WPC/CDC MERGER BENEFITS
- - FUTURE GROWTH POTENTIAL - Leverage the Company's solid brand image to
provide new means of growth in the future
- - ELIMINATION OF PERCEIVED CONFLICT OF INTEREST - All operating
businesses will be merged and all personnel will become employees of
W.P. Carey & Co. LLC
- - POTENTIAL IMPROVED VALUATION - Preference by investment community for
fully integrated companies
[W.P. CAREY & CO., INC. LOGO]
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Slide 11
SUMMARY
- - CREATION OF THE DOMINANT NET LEASE COMPANY
- - IMMEDIATE ACCRETION TO FFO
- - POTENTIAL FOR SIGNIFICANT VALUATION IMPROVEMENT
[W.P. CAREY & CO., INC. LOGO]
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