UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the quarterly period ended DECEMBER 31, 1995
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or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-14551
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CORPORATE PROPERTY ASSOCIATES 6, A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 13-3247122
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 492-1100
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
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Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
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(Title of Class)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
Aggregate market value of the voting stock held by non-affiliates of
Registrant: There is no active market for Limited Partnership Units.
PART I
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Item 1. Business.
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Registrant is engaged in the business of investing in commercial and
industrial real estate properties which are net leased to commercial and
industrial entities. Registrant was organized as a California limited
partnership on July 23, 1984. The General Partners of Registrant are Carey
Corporate Property, Inc. (the "Corporate General Partner"), a Delaware
corporation, and William Polk Carey (the "Individual General Partner"). The
Corporate General Partner is 79.9% owned by W. P. Carey & Co., Inc. ("W.P.
Carey"), 10.1% owned by William P. Carey ("Carey") and 10% by Lehman Brothers,
Inc. Affiliates of the Corporate General Partner and the Individual General
Partner are also the General Partners of affiliates of Registrant, Corporate
Property Associates ("CPA(R):1"), Corporate Property Associates 2
("CPA(R):2"), Corporate Property Associates 3 ("CPA(R):3"), Corporate Property
Associates 7 - a California limited partnership ("CPA(R):7"), Corporate
Property Associates 8, L.P., a Delaware limited partnership ("CPA(R):8"),
Corporate Property Associates 9, L.P., a Delaware limited partnership
("CPA(R):9"), and the advisor of Corporate Property Associates 10 Incorporated
("CPA(R):10"), Carey Institutional Properties Incorporated ("CIP/(TM)/") and
Corporate Property Associates 12 Incorporated ("CPA(R):12"). Registrant has a
management agreement with Carey Corporate Property Management Company
(formerly Carey Corporate Property Management, Inc.) ("Carey Management"), a
division of W.P. Carey. According to the terms of this agreement, Carey
Management performs a variety of management services for Registrant.
Registrant has entered into an agreement with Fifth Rock L.P., an affiliate,
for the purpose of leasing office space. Reference is made to the Prospectus
of Registrant dated November 30, 1984, filed pursuant to Rules 424(b) and
424(c), respectively, under the Securities Act of 1933 and incorporated herein
by reference (said Prospectus, as so supplemented, is hereinafter called the
"Prospectus").
The properties owned by Registrant are described in Item 2.
Registrant's entire net proceeds from the Public Offering, less a working
capital reserve, have been fully invested in net leased commercial and
industrial real estate since March 21, 1988, the date of Registrant's final
real estate acquisition.
Registrant has two industry segments consisting of the investment in
and the leasing of industrial and commercial real estate and the operations of
hotels which were assumed subsequent to the lease terminations. By assuming
the operations of the hotel businesses, Management intends to preserve the
value of the underlying investment for remarketing purposes and generate a
contribution to Registrant's operating cash flow. See Selected Financial Data
in Item 6 and Management's Discussion and Analysis in Item 7 for a summary of
Registrant's operations. Also see the material contained in the Prospectus
under the heading INVESTMENT OBJECTIVES AND POLICIES.
Other than the three hotel properties, all of Registrant's real
estate properties are leased to corporate tenants and are subject to long-term
net leases whereby the tenants are generally required to pay all operating
expenses relating to the leased properties including maintenance, real estate
taxes, insurance and utilities. Lessees are required to include Registrant as
an additional insured party on all insurance policies relating to the leased
properties. In addition, substantially all of the net leases include
indemnification provisions which are intended to limit recourse to Registrant
and the General Partners. Registrant believes that the insurance and
indemnity provided on its behalf by its lessees provides adequate coverage for
property damage and any liability claims which may arise against Registrant's
ownership interests. In addition to the insurance and indemnification
provisions of the leases, Registrant has contingent property and liability
insurance on its leased properties and primary property and liability
coverages on its three hotel properties. Management believes that its
insurance is adequate. To the extent that any lessees are not financially
able to satisfy indemnification obligations which exceed insurance
reimbursements, Registrant may incur the costs necessary to repair property
and settle liabilities.
- 1 -
As described above, lessees retain the obligation for the operating
expenses of their leased properties so that, other than rental income, there
are no significant operating data reportable on Registrant's leased
properties. Current rental income is reported in Note 9 to the Financial
Statements in Item 8. Registrant's leases generally provide for periodic rent
increases which are either stated and negotiated at the inception of the lease
or based on formulas indexed to increases in the Consumer Price Index. The
initial terms of Registrant's leases are scheduled to expire between 2000 and
2011 with the leases providing for multiple renewal terms. In addition,
several of the leases provide purchase options, with Registrant's leases with
Peerless Chain Company ("Peerless"), AP Parts Manufacturing Company ("AP
Parts") and Armel, Inc. exercisable in 1996. In addition, Anthony's
Manufacturing Company, Inc. ("Anthony's") and Wal-Mart Stores, Inc. have
purchase options exercisable in 1997. The purchase options provide for
purchase prices at the greater of (i) fair market value, as defined in the
lease, or (ii) a stated amount. The stated amount is generally the sum of
Registrant's acquisition cost and any prepayment charges which would occur as
a result of paying off mortgage loans on the properties being sold. In the
case of AP Parts, the stated amount takes into account additions to its
properties which were funded by Registrant.
As Registrant's objective is to invest in properties which are
occupied by a single corporate tenant and subject to net leases with such
lease obligation backed by the credit of the corporate lessee, Registrant's
properties have not been generally subject to the competitive conditions of
local and regional real estate markets. The competitive conditions of local
and regional real estate markets may have a more material affect on Registrant
as leases terminate in the future. In selecting real estate for investment,
Registrant seeks to lease facilities which are material to the lessee's
operations in order to increase the likelihood that lease renewals will be
exercised. Because Registrant may be affected by the financial condition of
its lessees rather than the competitive conditions of the real estate
marketplace, Registrant's strategy has been to diversify its investments among
tenants, property types and industries in addition to achieving geographical
diversification. To the extent that lessees exercise purchase options which
provide for purchase prices based on a market value as encumbered by the
existing lease, local market conditions may have little impact.
Registrant's operation of hotel properties (all of which are Holiday
Inn franchises) are more greatly affected by both increasing competition and
economic conditions. The occupancy rate of Registrant's hotel in Livonia,
Michigan was 75% for the year ended December 31, 1995, the same as the rate
for the prior year. Registrant's hotels in Alpena and Petoskey, Michigan have
experienced increased competition over the past several years as the result of
the opening of new hotels at both locations. The Alpena and Petoskey
businesses are seasonal in nature and had occupancy rates for the year ended
December 31, 1995 of 55% and 43%, respectively. The occupancy rates at the
Alpena and Petoskey hotels in 1995 were consistent with prior years.
Registrant is committed to complying with the requirements of the Holiday Inn
core modernization program at the Alpena and Petoskey hotels and expects to
fund improvements of approximately $400,000 in the coming year. As a result of
successful negotiations with Holiday Inn, no significant improvements need to
be made at the Livonia hotel in order to comply with the core modernization
plan.
For the year ended December 31, 1995, revenues from properties
occupied by lessees which accounted for 10% or more of operating revenues of
Registrant were as follows: Stoody Deloro Stellite, Inc. ("Stoody"), 19%; AP
Parts, 14%; AutoZone, Inc. ("AutoZone"), 13%; Anthony's, 10%; and Peerless,
12%. No other property owned by Registrant accounted for 10% or more of its
total operating revenues during 1995. See Note 9 to the Consolidated
Financial Statements in Item 8. For the year ended December 31, 1995, gross
revenues from the hotel operations segment were approximately 28% of total
revenues.
On March 10, 1995, Registrant made a balloon payment of
approximately $6,615,000 to satisfy a mortgage loan collateralized by the
property leased to Stoody. A portion of the funds necessary were obtained
from a recourse loan of $6,000,000 pursuant to a credit agreement. On May 24,
1995, the loan under the credit agreement was modified and an additional
$4,000,000 was loaned to Registrant in connection with the Anthony's
settlement, described below. The loan which matures in July 1999, provides
for quarterly interest only payment at the rate of 425 basis points over the
three-month London Inter-Bank Offered rate and obligates Registrant to meet
certain financial covenants over the term of the credit agreement. Registrant
must maintain a ratio of Free Operating Cash Flow to debt service on the loan
ranging from 3:1 to 3:4 over the life of the agreement, maintain a
consolidated net worth and appraised property value of at least $25,000,000
and mortgage indebtedness of no more than $37,952,884 as adjusted for
principal amortization on existing loan plus any financing costs for any new
mortgage indebtedness. Registrant is obligated to offer as a prepayment to
the lender, the proceeds of any property sales. The lender may reject the
offer of such proceeds.
- 2 -
On May 24, 1995, Registrant and Anthony's entered into a settlement
agreement at which time Registrant withdrew its eviction suit against
Anthony's. In consideration for entering into the settlement agreement with
Anthony's, Registrant received $1,550,000 from Anthony's which Registrant
applied against Anthony's rent arrearage of $1,712,098 and forgave the
remaining unpaid amounts. As part of the settlement, the lease was modified
to reduce the annual rent to $876,000 from $1,348,104 and the initial lease
term was extended to May 2007 from February 2002.
In June 1995, Registrant and AutoZone agreed to remove three
properties from Registrant's master lease for 15 properties in Texas and North
Carolina. In connection for removing these properties from the lease,
AutoZone agreed to modify the existing lease and a second master lease on 21
properties in Alabama, Louisiana, Missouri and Illinois. Combined annual
rents under both leases was increased by $73,586 to $1,389,203 and percentage
rents provisions of both leases were increased from 2% to 2.25% of all sales
in excess of specified amounts at all the properties under the two master
leases.
On December 15, 1996, in connection with the sale of Peerless, a
lessee of Registrant's manufacturing facility in Winona, Minnesota, by
Bridgewater Resources Corporation ("Bridgewater"), Registrant agreed to
release Bridgewater from its unconditional guarantee of Peerless' lease
obligation. In connection with granting the release, Registrant received
$3,800,000. Registrant agreed to provide an option to Peerless, which, if
exercised, will reduce all future rent increases. Peerless has until May 1,
1996 to exercise its option. Such exercise requires a payment of $1,300,000
to Registrant.
Since December 31, 1995, Registrant funded a $1,700,000 addition at
the AP Parts property in Toledo, Ohio. Registrant refinanced an existing
mortgage loan collateralized by the AP Parts properties and executed a lease
amendment with AP Parts which provides for an increased annual rent and a 6-
year extension of the initial lease term. On February 8, 1996, Registrant's
tenant of a property in Lemont, Illinois, Folger Adam Company ("Folger"),
filed a voluntary bankruptcy petition. Registrant is currently in discussions
with a company which is attempting to purchase the assets and operations of
Folger. The outcome of the bankruptcy cannot yet be determined.
Registrant voluntarily performed initial environmental reviews of
all of its properties in 1993. Registrant believes, based on the results of
such reviews and Phase II environmental reviews of certain of its properties
in 1994, that its properties are in substantial compliance with Federal and
state environmental statutes and regulations. Phase II reviews were only
performed on certain properties based on the recommendations of the Phase I
reviews. Portions of certain properties have been subject to a limited degree
of contamination, principally in connection with either leakage from
underground storage tanks or surface spills from facility activities. In many
instances, tenants are actively engaged in the remediation process and
addressing identified conditions. For those conditions which were identified,
Registrant advised its tenants of such findings and of their obligations to
perform additional investigations and any required remediation. Tenants are
generally subject to environmental statutes and regulations regarding the
discharge of hazardous materials and any related remediation obligations. In
addition, Registrant's leases generally require tenants to indemnify
Registrant from all liabilities and losses related to the leased properties.
Accordingly, Management believes that the ultimate resolution of the
aforementioned environmental matters will not have a material adverse effect
on Registrant's financial condition, liquidity or results of operations.
Registrant does not have any employees. In February 1995,
Registrant engaged American General Hospitality Corp., a hotel management
company, to manage Registrant's hotel operations. The Corporate General
Partner of Registrant together with its affiliates employ twelve individuals
who perform accounting, secretarial and transfer services for Registrant.
Gemisys Inc. performs certain transfer services for Registrant and The Bank of
New York performs certain banking services for Registrant. In addition,
Registrant has entered into an agreement with Carey Management pursuant to
which Carey Management provides certain management services to Registrant.
W.P. Carey has substantially the same officers as the Corporate General
Partner.
- 3 -
Item 2. Properties.
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LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ------------------- ---------------- -------- -----------------
STOODY DELORO Warehouse and Manu- Industry, Ownership of land
STELLITE, INC. facturing Facility California and building
FOLGER ADAM Manufacturing Lemont, Ownership of land
COMPANY (3) Facility Illinois and building (1)
MOTOROLA, INC. Computer and Urbana, Ownership of land
Telecommunication Facility Illinois and building (1)
LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land
CORPORATION Manufacturing Facility Maryland and building
AUTOZONE, INC. Retail Stores - Charlotte, Lenoir, Ownership of land
36 locations Gastonia, and and buildings (1)
Statesville, North Carolina;
Austin, Corpus
Christi-2, Nederland,
San Antonio, Victoria, Waco,
and West Orange, Texas;
Bessemer, Birmingham,
Chickasaw, Decatur,
Mobile, Montgomery and
Phenix City, Alabama;
Alton, Belleville,
Collinsville and
Wood River, Illinois;
Columbus and Dalton,
Georgia;
Baton Rouge, Ownership of land
Lake Charles-2 and buildings (1)
and West Monroe,
Louisiana;
Breckenridge, Maplewood,
Overland and St. Louis,
Missouri
(2) Hotel Petoskey and Ownership of 35% interest
- 2 locations Alpena, Michigan in land and buildings (1)
PEERLESS CHAIN Manufacturing Winona, Ownership of land
COMPANY Facility Minnesota and building
HARCOURT GENERAL Movie Theatre Burnsville, Ownership of land
CORPORATION Minnesota and building (1)
- 4 -
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
--------------- ---------------- -------- -----------------
WAL-MART STORES, Retail/Warehouse West Mifflin, Ownership of land
INC. Facility Pennsylvania and building (1)
KINNEY SHOE Warehouse and Fort Lauderdale, Ownership of land
CORPORATION/ Office Facility Florida and building (1)
ARMEL, INC.
AP PARTS Manufacturing Toledo, Ohio; Ownership of land
MANUFACTURING Facility - Pinconning, and buildings (1)
COMPANY 2 locations Michigan
ANTHONY'S Manufacturing/ San Fernando, Ownership of land
MANUFACTURING Warehouse and California and buildings
COMPANY, INC. Corporate
Headquarters
Facilities -
4 locations
(2) Hotel Livonia, Michigan Ownership of 34.4828%
interest in land
and building (1)
WINN DIXIE STORES, Supermarket Panama City, Ownership of land
INC. Florida and building (1)
(1) These properties are encumbered by mortgage notes payable.
(2) These properties are operated with affiliates.
(3) Tenant filed volunatry petition of bankruptcy on February 8, 1996.
- 5 -
The material terms of Registrant's leases with its significant tenants
are summarized in the following table:
Partnership's
Share Current Lease
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Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross
- ------------------- ----------------- ------------- -------- ----------- ------- ---------- --------------- ------------
Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs (1)
- ------------------- ----------------- ------------- -------- ----------- ------- ---------- --------------- ------------
Stoody $2,234,191 325,800 $6.86 02/10 YES 100% The greater of $11,700,000
Deloro fair market
Stellite value of the
Inc. property or
$11,700,000
AP Parts 1,728,527 1,373,238 1.26 12/01 YES 100 The greater of 11,705,000
Manufact- fair market value
uring of the property
Company, Inc. or $11,700,000
plus any mortgage
prepayment
premium.
AutoZone, 1,389,203 190,900 7.28 01/11 YES 100 N/A 11,203,825
02/11
Anthony's 876,000 182,845 4.79 02/02 YES 100 The greater of 11,500,000
Manufact- fair market
uring value or
Company, $11,500,000 plus
Inc. any mortgage
prepayment
premium.
Peerless 1,269,453 357,760 3.55 06/11 YES 100 The greater of 7,820,000
Chain fair market value
Company or $7,820,000 and
any mortgage
prepayment
premium.
Wal-Mart 827,265 118,125 7.00 01/07 YES 100 The greater of 6,685,250
Stores, Inc. fair market value
plus 2% or $6,275,000
plus any mortgage
prepayment
premium.
Kinney Shoe 672,761 80,450 8.36 09/01 YES 100 The greater of 5,268,350
Corp./Armel, fair market value
Inc. or $5,260,350 plus
any mortgage
prepayment
premium.
- 6 -
Partnership's
Share Current Lease
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Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross
- ---------------- ------------- ------- -------- ----------- ------- ---------- ----------------- ------------
Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs (1)
- ---------------- ------------- ------- -------- ----------- ------- ---------- ----------------- ------------
Motorola, $500,000 46,350 $10.79 12/00 YES 100% Fair market value $4,379,455
Inc.
Harcourt 467,500 31,837 14.68 07/06 YES 100 N/A 4,341,035
General
Corporation
Lockheed 293,000 45,804 6.40 04/01 YES 100 Fair market value 3,015,058
Martin
Corporation
Winn-Dixie 170,399 34,710 4.91 03/08 YES 100 N/A 1,935,890
Stores, Inc.
(1) Includes original cost of investment and net increases or decreases to
net investment subsequent to purchase.
The material terms on the mortgage debt of Registrant's properties
is summarized in the following table:
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/95 Service Date Due at Maturity Prepayment Provisions
- --------------------- --------------- ---------- ----------- -------- ----------------- ---------------------
AP Parts Manufact-
uring Company, Inc. 9.50% $4,040,983 (1) N/A
AutoZone, Inc. 9.15 9,475,546 1,049,270 08/02/98 9,028,000 The loan may be prepaid
in full but not in part
with a prepayment
premium based on a
formula based on
treasury bond yields
plus 0.5%.
Wal-Mart
Stores, Inc. 9.625 3,444,814 367,200 04/15/97 3,398,000 Prepayable in full with
a premium equal to the
greater of 1) 1% of the
outstanding principal
balance or 2) the
present value
discounted at a rate
defined in the loan
agreement.
- 7 -
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/95 Service Date Due at Maturity Prepayment Provisions
- --------------- --------------- -------- ----------- ----------------- ---------------- --------------------------
Kinney Shoe/
Armel, Inc. (2) 6.74% $ 511,065 $299,806 (5) 01/01/98 Fully amortizing Prepayable in full or in
part, on any date,
without premium.
Folger Adam
Company 10.25 1,912,188 222,408 11/01/96 $1,889,000 Prepayable in full only,
with a premium of the
greater of 1% of the
outstanding principal
balance or a formula
based on treasury bond
yields.
Motorola, Inc. 10.50 2,310,436 359,417 10/01/96 2,220,000 Prepayable in full with a
premium based on a
formula using the most
recently issued U.S.
Treasury note closest to
but not beyond the
original maturity date of
the mortgage.
Harcourt General
Corporation 8.50 2,172,255 311,911 07/01/06 Fully amortizing Prepayable anytime after
Januay 2001, with a
premium based on a
formula using the
annualized yield of a
U.S. Treasury note.
Winn-Dixie
Stores, Inc. 9.22 1,500,000 138,300 09/01/96 1,500,000 Prepayable in full with a
premium pursurant to a
formula based on U.S.
Treasury yields.
Livonia
Holiday Inn (3)(6) 9.46 2,645,899 186,972 (6) 11/15/97 2,561,000 The loan may be prepaid
in full without a premium.
Alpena
Holiday Inn (4)(6) 6.4 - 9.0 2,625,000 219,315 9/1/96-9/1/15 257,250
Petoskey
Holiday Inn (4)(6) 6.4 - 9.0 2,625,000 219,468 9/1/96-9/1/15 257,250
(1) Refinanced in January 1996
(2) Variable rate based on 64% of lender's prime rate.
(3) Variable rate based on 3.5% over 90-day London Inter-Bank Offered Rate.
(4) Financing consists of a series of bonds maturing between 1996 and 2015
with interest rates varying from 6.4% to 9%.
(5) Estimate based on current interest rates.
(6) Operated by Registrant.
- 8 -
Item 3. Legal Proceedings.
-----------------
As of the date hereof, Registrant is not a party to any material
pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matter was submitted during the fourth quarter of the year ended
December 31, 1995 to a vote of security holders, through the solicitation of
proxies or otherwise.
PART II
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Item 5. Market for Registrant's Common Equity and Related
-------------------------------------------------
Stockholder Matters.
-------------------
Information with respect to Registrant's common equity is hereby
incorporated by reference to page 27 of Registrant's Annual Report contained
in Appendix A.
Item 6. Selected Financial Data.
-----------------------
Selected Financial Data are hereby incorporated by reference to page 1 of
Registrant's Annual Report contained in Appendix A.
Item 7. Mangement's Discussion and Analysis of Financial Condition
----------------------------------------------------------
and Results of Operations.
-------------------------
Management's Discussion and Analysis are hereby incorporated by
reference to pages 2 to 5 of Registrant's Annual Report contained in Appendix
A.
Item 8. Consolidated Financial Statements and Supplementary Data.
--------------------------------------------------------
The following consolidated financial statements and supplementary
data are hereby incorporated by reference to pages 6 to 20 of Registrant's
Annual Report contained in Appendix A:
(i) Report of Independent Accountants.
(ii) Consolidated Balance Sheets as of December 31, 1994 and 1995.
(iii) Consolidated Statements of Income for the years ended December
31, 1993, 1994 and 1995.
(iv) Consolidated Statements of Partners' Capital for the years ended
December 31, 1993, 1994 and 1995.
(v) Consolidated Statements of Cash Flows for the years ended December
31, 1993, 1994 and 1995.
(vi) Notes to Consolidated Financial Statements.
Item 9. Disagreements on Accounting and Financial Disclosure.
----------------------------------------------------
NONE
- 9 -
PART III
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Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
Registrant has no officers or directors. The senior officers and
directors of the Corporate General Partner are as follows:
Has Served as a
Director and/or
Name Age Positions Held Officer Since (1)
---- --- -------------- -----------------
William Polk Carey 65 Chairman of the Board 4/84
Director
Francis J. Carey 70 President 4/84
Director
George E. Stoddard 79 Chairman of the Investment Committee 4/84
Director
Raymond S. Clark 82 Chairman of the Executive Committee 4/84
Director
Madelon DeVoe Talley 64 Vice Chairman of the Board 4/86
Director
Barclay G. Jones III 35 Executive Vice President 4/84
Director
Lawrence R. Klein 75 Chairman of the Economic Policy 4/84
Committee
Director
Claude Fernandez 43 Executive Vice President 4/84
Chief Administrative Officer
Howard J. Altmann 32 Senior Vice President 8/90
H. Augustus Carey 38 Senior Vice President 8/88
John J. Park 31 Senior Vice President 7/91
Treasurer
Michael D. Roberts 44 First Vice President 4/89
Controller
(1) Each officer and director of the Corporate General Partner will hold
office until the next annual meeting of the Board of Directors and
thereafter until his successor shall have been elected and shall have
qualified or until his prior death, resignation or removal.
William Polk Carey and Francis J. Carey are brothers and Raymond S.
Clark is their brother-in-law. H. Augustus Carey is the nephew of William
Polk Carey and Raymond S. Clark and the son of Francis J. Carey.
A description of the business experience of each officer and
director of the Corporate General Partner is set forth below:
William Polk Carey, Chairman and Chief Executive Officer, has been
active in lease financing since 1959 and a specialist in net leasing of
corporate real estate property since 1964. Before founding W.P. Carey & Co.,
Inc. ("W.P. Carey") in 1973, he served as Chairman of the Executive Committee
of Hubbard,
- 10 -
Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real Estate and
Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers), head of Real
Estate and Private Placements, Director of Corporate Finance and Vice Chairman
of the Investment Banking Board of duPont Glore Forgan Inc. A graduate of the
University of Pennsylvania's Wharton School of Finance, Mr. Carey is a
Governor of the National Association of Real Estate Investment Trusts
(NAREIT). He also serves on the boards of The Johns Hopkins University and
its medical school, The James A. Baker III Institute for Public Policy at Rice
University, and other educational and philanthropic institutions. He founded
the Visiting Committee to the Economics Department of the University of
Pennsylvania and co-founded with Dr. Lawrence R. Klein the Economics Research
Institute at that university.
Francis J. Carey was elected President and a Managing Director of
W.P. Carey in April 1987, having served as a Director since its founding in
1973. He served as a member of the Executive Committee and Board of Managers
of the Western Savings Bank of Philadelphia from 1972 until its takeover by
another bank in 1982 and is former chairman of the Real Property, Probate and
Trust Section of the Pennsylvania Bar Association. Mr. Carey served as a
member of the Board of Overseers of the School of Arts and Sciences of the
University of Pennsylvania from 1983 through 1990 and has served as a member
of the Board of Trustees of the Investment Program Association since 1990.
From April 1987 until August 1992, he served as counsel to Reed Smith Shaw &
McClay, counsel for Registrant, the General Partners, the CPA(R) Partnerships
and W.P. Carey and some of its affiliates. A real estate lawyer of more than
30 years' experience, he holds A.B. and J.D. degrees from the University of
Pennsylvania.
George E. Stoddard, Chief Investment Officer, was until 1979 head of
the bond department of The Equitable Life Assurance Society of the United
States, with responsibility for all activities related to Equitable's
portfolio of corporate investments acquired through direct negotiation. Mr.
Stoddard was associated with Equitable for over 30 years. He holds an A.B.
degree from Brigham Young University, an M.B.A. from Harvard Business School
and an LL.B. from Fordham University Law School.
Raymond S. Clark is former President and Chief Executive Officer of
the Canton Company of Baltimore and the Canton Railroad Company. A graduate
of Harvard College and Yale Law School, he is presently a Director and
Chairman of the Executive Committee of W.P. Carey and served as Chairman of
the Board of W.P. Carey from its founding in 1973 until 1982. He is past
Chairman of the Maryland Industrial Development Financing Authority.
Madelon DeVoe Talley, Vice Chairman, is a member of the New York
State Controller's Investment Committee, a Commissioner of the Port Authority
of New York and New Jersey, former CIO of New York State Common Retirement
Fund and New York State Teachers Retirement System. She also served as a
managing director of Rothschild, Inc. and as the President of its asset
management division. Besides her duties at W.P. Carey, Mrs. Talley is also a
former Governor of the N.A.S.D. and is a director of Biocraft Laboratories, a
New York Stock Exchange company. She is an alumna of Sarah Lawrence College
and the graduate school of International Affairs at Columbia University.
Barclay G. Jones III, Executive Vice President, Managing Director,
and co-head of the Investment Department. Mr. Jones joined W.P. Carey as
Assistant to the President in July 1982 after his graduation from the Wharton
School of the University of Pennsylvania, where he majored in Finance and
Economics. He was elected to the Board of Directors of W.P. Carey in April
1992. Mr. Jones is also a Director of the Wharton Business School Club of New
York.
- 11 -
Lawrence R. Klein, Chairman of the Economic Policy Committee since
1984, is Benjamin Franklin Professor of Economics Emeritus at the University
of Pennsylvania, having joined the faculty of Economics and the Wharton School
in 1958. He holds earned degrees from the University of California at
Berkeley and Massachusetts Institute of Technology and has been awarded the
Nobel Prize in Economics as well as over 20 honorary degrees. Founder of
Wharton Econometric Forecasting Associates, Inc., Dr. Klein has been counselor
to various corporations, governments, and government agencies including the
Federal Reserve Board and the President's Council of Economic Advisers.
Claude Fernandez, Chief Administrative Officer, Managing Director,
and Executive Vice President, joined W.P. Carey in 1983. Previously
associated with Coldwell Banker, Inc. for two years and with Arthur Andersen &
Co., he is a Certified Public Accountant. Mr. Fernandez received his B.S.
degree in Accounting from New York University in 1975 and his M.B.A. in
Finance from Columbia University Graduate School of Business in 1981.
Howard J. Altmann, Senior Vice President, Investment Department,
joined W.P. Carey in August 1990. He was a securities analyst at Goldman
Sachs & Co. for the retail industry from 1986 to 1988. Mr. Altmann received
his undergraduate degree in economics and finance from McGill University and
his M.B.A. from the Stanford University Graduate School of Business.
H. Augustus Carey, Senior Vice President, returned to W.P. Carey in
1988. Mr. Carey previously worked for W.P. Carey from 1979 to 1981 as
Assistant to the President. Prior to rejoining W.P. Carey, Mr. Carey served
as a loan officer of the North American Department of Kleinwort Benson Limited
in London, England. He received an A.B. from Amherst College in 1979 and an
M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is a
trustee of the Oxford Management Centre Associates Council.
John J. Park, Senior Vice President and Treasurer, joined W.P. Carey
as an Investment Analyst in December 1987. Mr. Park received his
undergraduate degree from Massachusetts Institute of Technology and his M.B.A.
in Finance from New York University.
Michael D. Roberts joined W. P. Carey as a Second Vice President and
Assistant Controller in April 1989 and is currently First Vice President and
Controller. Prior to joining W.P. Carey, Mr. Roberts was employed by Coopers
& Lybrand, where he attained the title of audit manager. A certified public
accountant, Mr. Roberts received a B.A. from Brandeis University and an M.B.A.
from Northeastern University.
Item 11. Executive Compensation.
----------------------
Under the Amended Agreement of Limited Partnership of Registrant
(the "Agreement"), 5% of Distributable Cash From Operations, as defined, is
payable to the Corporate General Partner and 1% of Distributable Cash From
Operations is payable to the Individual General Partner. The Corporate
General Partner and the Individual General Partner received $235,338 and
$47,380, respectively, from the Registrant as their share of Distributable
Cash From Operations during the year ended December 31, 1995. As owner of 100
Limited Partnership Units, the Corporate General Partner received cash
distributions of $9,291 ($92.91 per Unit) during the year ended December 31,
1995. See Item 6 for the net income allocated to the General Partners under
the Agreement. Registrant is not required to pay, and has not paid, any
remuneration to the officers or directors of the Corporate General Partner,
W.P. Carey or any other affiliate of Registrant during the year ended December
31, 1995.
In the future, the Corporate General Partner will continue to
receive 5% of Distributable Cash From Operations, the Individual General
Partner will continue to receive 1% of Distributable Cash From Operations and
each General Partner will continue to be allocated the same percentage of the
profits and losses of Registrant as had been allocated in the past. For a
description of the subordinated interest of the Corporate General Partner and
the Individual General Partner in Cash From Sales and Cash From Financings,
reference is made to the materials contained in the Prospectus under the
heading MANAGEMENT COMPENSATION.
- 12 -
Item 12. Security Ownership of Certain Beneficial Owners and
---------------------------------------------------
Management.
----------
As of December 31, 1995, no person owned of record, or was known by
Registrant to own beneficially more than 5% of the Limited Partnership Units
of Registrant.
The following table sets forth as of March 20, 1996 certain
information as to the ownership by directors and executive officers of
securities of Registrant:
Number of Units
Name of and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- ---------
Limited Partnership
Units of Registrant William Polk Carey (1) 105 units .22%
Francis J. Carey 25 .05
George E. Stoddard
Raymond S. Clark 30 .06
Madelon DeVoe Talley
Barclay G. Jones III
Lawrence R. Klein
Claude Fernandez
Howard J. Altmann
H. Augustus Carey 10 .02
John J. Park
Michael D. Roberts
--- ----
All executive officers
and directors as a
group (12 persons) 170 units .35%
=== ====
(1) As of March 20, 1996, the Corporate General Partner, Carey Corporate
Property, Inc., owned 100 Limited Partnership Units of Registrant.
William Polk Carey, the majority shareholder of the Corporate General
Partner, is the beneficial owner of these Units.
There exists no arrangement, known to Registrant, the operation of
which may at a subsequent date result in a change of control of Registrant.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
For a description of transactions and business relationships between
Registrant and its affiliates and their directors and officers, see Notes 2
and 3 to the Consolidated Financial Statements contained in Item 8. Michael
B. Pollack, First Vice President and Secretary of the Corporate General
Partner, is a partner of Reed Smith Shaw & McClay which is engaged to perform
legal services for Registrant.
No officer or director of the Corporate General Partner, W.P. Carey
or any other affiliate of Registrant or any member of the immediate family or
associated organization of any such officer or director was indebted to
Registrant at any time since the beginning of Registrant's last fiscal year.
- 13 -
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on
------------------------------------------------------
Form 8-K.
--------
(a) 1. Financial Statements:
--------------------
The following financial statements are filed as a part of this
Report:
Report of Independent Accountants.
Consolidated Balance Sheets, December 31, 1994 and 1995.
Consolidated Statements of Income for the years ended December 31, 1993,
1994 and 1995.
Consolidated Statements of Partners' Capital for the years ended December
31, 1993, 1994 and 1995.
Consolidated Statements of Cash Flows for the years ended December 31, 1993,
1994 and 1995.
Notes to Consolidated Financial Statements.
The financial statements are hereby incorporated by reference to pages 6 to
20 of Registrant's Annual Report contained in Appendix A.
(a) 2. Financial Statement Schedule:
----------------------------
The following schedule is filed as a part of this Report:
Schedule III -Real Estate and Accumulated Depreciation as of December 31,
1995.
Notes to Schedule III.
Schedule III and notes thereto are hereby incorporated by reference to pages
21 to 24 of Registrant's Annual Report contained in Appendix A.
Financial Statement Schedules other than those listed above are
omitted because the required information is given in the Consolidated
Financial Statements or the Notes thereto, or because the conditions requiring
their filing do not exist.
- 14 -
(a) 3. Exhibits:
--------
The following exhibits are filed as part of this Report. Documents
other than those designated as being filed herewith are incorporated herein by
reference.
Exhibit Method of
No. Description Filing
- ------- ----------- -----------------------
3.1 Amended agreement of Limited Partnership Exhibit to Registration
of Registrant dated as of November 26, Statement (Form S-11)
1984. No. 2-92393
4.1 $7,000,000 Promissory Note Secured by Exhibit 4.1 to Form 8-K
Deed of Trust dated February 15, 1985 filed February 28, 1985
from Registrant to E. F. Hutton Life
Insurance Company("Hutton Life").
4.2 Deed of Trust, Assignment of Rents and Exhibit 4.2 to Form 8-K
Security Agreement dated February 14, filed February 28, 1985
1985 from Registrant to Hutton Life.
4.3 Collateral Assignment of Lease dated Exhibit 4.3 to Form 8-K
February 14, 1985 from Registrant to filed February 28, 1985
Hutton Life.
4.4 Seller's/Lessee's Certificate dated Filed as Exhibit 4.1
December 23, 1985 from Gould Inc. to to Registrant's
Registrant. Form 8-K dated
January 6, 1986
4.5 Assignment of Rights in Purchase Filed as Exhibit 4.2
Agreement dated November 21, 1985 to Registrant's
between JB Properties, as Assignor, Form 8-K dated
and Registrant as Assignee. January 6, 1986
4.6 Seller/Lessee's Certificate dated Filed as Exhibit 4.1
January 17, 1986 from Malone & Hyde to Registrant's
to Registrant. Form 8-K dated
January 30, 1986
4.7 Mortgage, Assignment of Leases, and Filed as Exhibit 4.1
Security Agreement dated as of to Registrant's
January 30, 1986, between Registrant Form 8-K dated
and CPA(R):5, collectively as Mortgagor, March 13, 1986
and Lloyds Bank Plc ("Lloyds") and
Texas Commerce Bank National Assoc-
iation, as Trustee ("Texas Commerce"),
collectively as Mortgagee.
- 15 -
Exhibit Method of
No. Description Filing
- ------- ----------- --------------------
4.8 Mortgage, Assignment of Leases and Filed as Exhibit 4.2
Security Agreement dated as of March to Registrant's
1, 1986 between Registrant and CPA(R):5, Form 8-K dated
collectively as Mortgagor, and Lloyds March 13, 1986
and Texas Commerce, collectively as
Mortgagee.
4.9 Mortgage, Assignment of Leases and Filed as Exhibit 4.3
Security Agreement dated January to Registrant's
30, 1986 between CPA(R):5, as Mortgagor, Form 8-K dated
and Lloyds and Texas Commerce, March 13, 1986
collectively as Mortgagee, on Broomall,
PA property.
4.10 Modification Agreement dated March 1, Filed as Exhibit 4.4
1986 in connection with the Mortgage, to Registrant's
Assignment of Leases and Security Form 8-K dated
Agreement dated January 30, 1986 on March 13, 1986
Broomall, PA property.
4.11 Mortgage Assignment of Leases and Filed as Exhibit 4.5
Security Agreement dated January 30, to Registrant's
1986 between CPA(R):5, as Mortgagor, and Form 8-K dated
Lloyds and Texas Commerce, March 13, 1986
collectively as Mortgagee, on Cuyahoga
Falls, OH property.
4.12 Modification Agreement dated March 1, Filed as Exhibit 4.6
1986 in connection with the Mortgage, to Registrant's
Assignment of Leases and Security on Form 8-K dated
Agreement dated January 30, 1986 on March 13, 1986
Cuyahoga Falls, OH property.
4.13 Deed of Trust, Assignment of Leases Filed as Exhibit 4.7
and Security Agreement dated January to Registrant's
30, 1986, between CPA(R):5, as Grantor, Form 8-K dated
and Lawyers Title Insurance, as March 13, 1986
Trustee on Duffield, VA property.
4.14 Deed of Trust Modification Agreement Filed as Exhibit 4.8
dated March 1, 1986 in connection with to Registrant's
the Deed of Trust, Assignment of Form 8-K dated
Leases and Security Agreement dated March 13, 1986
January 30, 1986 on Duffield, VA
property.
4.15 Trust Indenture dated as of January Filed as Exhibit 4.9
1, 1986 between Michigan Strategic to Registrant's
Fund ("MSF") and Texas Commerce Form 8-K dated
March 13, 1986
- 16 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.16 Trust Indenture dated as of March 1, Filed as Exhibit 4.10
1986 between MSF and Texas Commerce, to Registrant's Form 8-K
dated March 13, 1986
4.17 Loan Agreement dated as of January 1, Filed as Exhibit 4.11
1986 among MSF, Registrant and CPA(R):5. Registrant's Form 8-K
dated March 13, 1986
4.18 Loan Agreement dated as of March 1, Filed as Exhibit 4.12
1986 among MSF, Registrant and CPA(R):5. to Registrant's Form 8-K
dated March 13, 1986
4.19 Irrevocable Letter of Credit dated Filed as Exhibit 4.13
January 30, 1986 from Lloyds to Texas to Registrant's Form 8-K
Commerce. dated March 13, 1986
4.20 Irrevocable Letter of Credit dated Filed as Exhibit 4.14
March 6, 1986 from Lloyds to Texas to Registrant's Form 8-K
Commerce. dated March 13, 1986
4.21 Bank Agreement dated as of January Filed as Exhibit 4.15
30, 1986 between Registrant and CPA(R):5, to Registrant's Form 8-K
jointly and severally, and Lloyds. dated March 13, 1986
4.22 Bank Agreement dated as of March 1, Filed as Exhibit 4.16
1986 among Registrant and CPA(R):5, to Registrant's Form 8-K
jointly and severally, and Lloyds. dated March 13, 1986
4.23 $3,700,000 Promissory Note dated Filed as Exhibit 4.17
January 30, 1986 from CPA(R):5, as Payee, to Registrant's Form 8-K
to Registrant and CPA(R):5, collectively dated March 13, 1986
10.1 to 10.6 as Payor.
4.24 $6,000,000 Note dated April 30, 1986 Filed as Exhibit 4.1
from First Southern Federal Savings to Registrant's Form
and Loan Association ("First Southern"), as 8-K dated May 15, 1986
Lender to the Registrant, as Borrower.
4.25 Mortgage and Security Agreement dated as Filed as Exhibit 4.2
of April 30, 1986 between Registrant, as to Registrant's Form
Mortgagor, and First Southern, as Mortgagee, 8-K dated May 15, 1986
(Bessemer and Birmingham, AL Properties).
4.26 Mortgage and Security Agreement dated as of Filed as Exhibit 4.3
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Chickasaw and Mobile, AL 8-K dated May 15, 1986
Properties).
- 17 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
4.27 Mortgage and Security Agreement dated as of Filed as Exhibit 4.4
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Decatur, AL Property). 8-K dated May 15, 1986
4.28 Mortgage and Security Agreement dated as of Filed as Exhibit 4.5
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Montgomery, AL Property). 8-K dated May 15, 1986
4.29 Mortgage and Security Agreement dated as of Filed as Exhibit 4.6
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Phenix, AL Property). 8-K dated May 15, 1986
4.30 Deed to Secure Debt dated as of April 30, 1986 Filed as Exhibit 4.7
between Registrant, as Borrower, and First to Registrant's Form
Southern, as Lender (Columbus, GA Property). 8-K dated May 15, 1986
4.31 Deed to Secure Debt dated as of April 30, Filed as Exhibit 4.8
1986 between Registrant and First Southern to Registrant's Form
(Dalton, GA Property). 8-K dated May 15, 1986
4.32 Mortgage and Security Agreement dated as of Filed as Exhibit 4.9
April 30, 1986 between Registrant, as to Registrant's Form
Mortgagor, and First Southern, as Mortgagee 8-K dated May 15, 1986
(Alton, Collinsville, and Wood River, IL
Properties).
4.33 Mortgage and Security Agreement dated as of Filed as Exhibit 4.10
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Belleville, IL Property). 8-K dated May 15, 1986
4.34 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.11
Registrant, as Mortgagor, and First Southern, to Registrant's Form
as Mortgagee (Baton Rouge and West Monroe 8-K dated May 15, 1986
Properties).
4.35 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.12
Registrant and First Southern (two Lake to Registrant's Form
Charles Properties). 8-K dated May 15, 1986
4.36 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.13
dated as of April 30, 1986 by Registrant, as to Registrant's Form
Borrower, Michael G. O'Flaherty, as Trustee, 8-K dated May 15, 1986
and First Southern, as Lender (Breckenridge,
Maplewood and Overland, MO Properties).
4.37 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.14
dated as of April 30, 1986 by Registrant, to Registrant's Form
Michael G. O'Flaherty and First Southern 8-K dated May 15, 1986
(St. Louis, MO Property).
- 18 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
4.38 North Carolina Deed of Trust dated as of Filed as Exhibit 4.15
April 30, 1986 by Registrant, as Grantor, to Registrant's Form
Harold D. Parkman, as Trustee, and First 8-K dated May 15, 1986
Southern, as Note Holder (Charlotte, NC
Property).
4.39 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.16
30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form
and First Southern (Gastonia, NC Property). 8-K dated May 15, 1986
4.40 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.17
30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form
and First Southern (Lenoir, NC Property). 8-K dated May 15, 1986
4.41 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.18
30, 1986 by Registrant, Harold D. Parkman to Registrant's Form
and First Southern (Statesville, NC Property). 8-K dated May 15, 1986
4.42 Deed of Trust, Security Agreement and Filed as Exhibit 4.19
Assignment of Rents dated as of April 30, to Registrant's Form
1986 by Registrant, as Grantor, Charles 8-K dated May 15, 1986
Odom, as Trustee, and First Southern,
as beneficiary (Austin, TX Property).
4.43 Deed of Trust, Security Agreement and Filed as Exhibit 4.20
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (two Corpus Christi,
TX Properties).
4.44 Deed of Trust, Security Agreement and Filed as Exhibit 4.21
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (McAllen and
Weslaco, TX Properties).
4.45 Deed of Trust, Security Agreement and Filed as Exhibit 4.22
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (Nederland and
Port Arthur, TX Properties).
4.46 Deed of Trust, Security Agreement and Filed as Exhibit 4.23
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (San Antonio,
TX Property).
- 19 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
4.47 Deed of Trust, Security Agreement and Filed as Exhibit 4.24
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (Victoria,
TX Property).
4.48 Deed of Trust, Security Agreement and Filed as Exhibit 4.25
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (Waco, TX Property).
4.49 Deed of Trust, Security Agreement and Filed as Exhibit 4.26
Assignment of Rents dated as of April to Registrant's Form
30, 1986 by Registrant, Charles Odom 8-K dated May 15, 1986
and First Southern (West Orange,
TX Property).
4.50 Assignment of Leases and Rents dated as of Filed as Exhibit 4.27
April 30, 1986 from Registrant, as Assignor, to Registrant's Form
to First Southern, as Assignee (Bessemer and 8-K dated May 15, 1986
Birmingham, AL Properties).
4.51 Assignment of Leases and Rents dated as of Filed as Exhibit 4.28
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Chickasaw and Mobile, AL 8-K dated May 15, 1986
Properties).
4.52 Assignment of Leases and Rents dated as of Filed as Exhibit 4.29
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Decatur, AL Property). 8-K dated May 15, 1986
4.53 Assignment of Leases and Rents dated as of Filed as Exhibit 4.30
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Montgomery, AL Property). 8-K dated May 15, 1986
4.54 Assignment of Leases and Rents dated as of Filed as Exhibit 4.31
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Phenix, AL Property). 8-K dated May 15, 1986
4.55 Assignment of Leases and Rents dated as of Filed as Exhibit 4.32
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Columbus, GA Property). 8-K dated May 15, 1986
4.56 Assignment of Leases and Rents dated as of Filed as Exhibit 4.33
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Dalton, GA Property). 8-K dated May 15, 1986
4.57 Assignment of Leases and Rents dated as of Filed as Exhibit 4.34
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Alton, Collinsville and Wood River, 8-K dated May 15, 1986
IL Properties).
- 20 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
4.58 Assignment of Leases and Rents dated as of Filed as Exhibit 4.35
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Belleville, IL Property). 8-K dated May 15, 1986
4.59 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.36
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (Baton Rouge, 8-K dated May 15, 1986
LA Property).
4.60 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.37
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (two Lake 8-K dated May 15, 1986
Charles, LA Properties).
4.61 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.38
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (West Monroe, 8-K dated May 15, 1986
LA Property).
4.62 Assignment of Leases and Rents dated as of Filed as Exhibit 4.39
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Breckenridge, Maplewood and 8-K dated May 15, 1986
Overland, MO Properties).
4.63 Assignment of Leases and Rents dated as of Filed as Exhibit 4.40
April 30. 1986 from Registrant to First to Registrant's Form
Southern (St. Louis, MO Property). 8-K dated May 15, 1986
4.64 Assignment of Leases and Rents dated as of Filed as Exhibit 4.41
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Charlotte, NC Property). 8-K dated May 15, 1986
4.65 Assignment of Leases and Rents dated as of Filed as Exhibit 4.42
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Gastonia, NC Property). 8-K dated May 15, 1986
4.66 Assignment of Leases and Rents dated as of Filed as Exhibit 4.43
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Lenoir, NC Property). 8-K dated May 15, 1986
4.67 Assignment of Leases and Rents dated as of Filed as Exhibit 4.44
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Statesville, NC Property). 8-K dated May 15, 1986
4.68 Assignment of Leases and Rents dated as of Filed as Exhibit 4.45
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Austin, TX Property). 8-K dated May 15, 1986
4.69 Assignment of Leases and Rents dated as of Filed as Exhibit 4.46
April 30, 1986 from Registrant to First to Registrant's Form
Southern (two Corpus Christi Properties). 8-K dated May 15, 1986
- 21 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
4.70 Assignment of Leases and Rents dated as of Filed as Exhibit 4.47
April 30, 1986 from Registrant to First to Registrant's Form
Southern (McAllen and Weslaco, TX Properties). 8-K dated May 15, 1986
4.71 Assignment of Leases and Rents dated as of Filed as Exhibit 4.48
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Nederland and Port Arthur, TX 8-K dated May 15, 1986
Properties).
4.72 Assignment of Leases and Rents dated as of Filed as Exhibit 4.49
April 30, 1986 from Registrant to First to Registrant's Form
Southern (San Antonio, TX Property). 8-K dated May 15, 1986
4.73 Assignment of Leases and Rents dated as of Filed as Exhibit 4.50
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Victoria, TX Property). 8-K dated May 15, 1986
4.74 Assignment of Leases and Rents dated as of Filed as Exhibit 4.51
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Waco, TX Property). 8-K dated May 15, 1986
4.75 Assignment of Leases and Rents dated as of Filed as Exhibit 4.52
April 30, 1986 from Registrant to First to Registrant's Form
Southern (West Orange, TX Property). 8-K dated May 15, 1986
4.76 Security Agreement dated as of April 30, 1986 Filed as Exhibit 4.53
between Registrant, as Borrower, and First to Registrant's Form
Southern, as Lender. 8-K dated May 15, 1986
4.77 Master Loan Agreement dated as of April 30, Filed as Exhibit 4.54
1986 between Registrant and First Southern. to Registrant's Form
8-K dated May 15, 1986
4.78 Assignment of Lease from Jeffrey M. Browne Filed as Exhibit 4.1
and Anne M. Browne, dba JB Properties, as to Registrant's Form
Assignor to the Registrant, as Assignee. 8-K dated May 29, 1986
4.79 Note Purchase Agreement dated as of May 1, Filed as Exhibit 4.1
1986 among Registrant, Northwestern National to Registrant's Form
Life Insurance Company ("Northwestern") and 8-K dated July 2, 1986
Western States Life Insurance Company
("Western States").
4.80 $3,800,000 Extendable Secured Note dated June Filed as Exhibit 4.2
18, 1986 from Registrant to Northwestern. to Registrant's Form
8-K dated July 2, 1986
4.81 $500,000 Extendable Secured Note dated Filed as Exhibit 4.3
June 18, 1986 from Registrant to Western to Registrant's Form
States. 8-K dated July 2, 1986
- 22 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.82 Combination Mortgage, Security Agreement and Filed as Exhibit 4.4
Fixture Financing Statement dated June 18, to Registrant's Form
1986 among Registrant, Northwestern and 8-K dated July 2, 1986
Western States.
4.83 Agreement and Assignment of Lessor's Interest Filed as Exhibit 4.5
in Leases dated June 18, 1986 among to Registrant's Form
Registrant, as Lessor, Peerless Chain Company 8-K dated July 2, 1986
("Peerless"), as Lessee, and Northwestern and
Western States, collectively as Lenders.
4.84 Mortgage dated as of August 7, 1986 between Filed as Exhibit 4.1
Registrant, as Mortgagor, and to Registrant's Form 8-K
Western-Southern Life Assurance Company dated August 21, 1986
("Western-Southern"), as Mortgagee.
4.85 Promissory Note dated as of August 7, 1986 Filed as Exhibit 4.2
from Registrant to Western-Southern. to Registrant's Form 8-K
dated August 21, 1986
4.86 Collateral Assignment of Lease dated as of Filed as Exhibit 4.3
August 7, 1986 between Registrant, as to Registrant's Form 8-K
Assignor, and Western-Southern, as Assignee. dated August 21, 1986
4.87 Assignment of Rents dated as of August 7, Filed as Exhibit 4.4
1986 between Registrant, as Assignor, and to Registrant's Form 8-K
Western-Southern, as Assignee. dated August 21, 1986
4.88 Mortgage and Security Agreement dated as of Filed as Exhibit 4.5
August 7, 1986 between Registrant, as to Registrant's Form 8-K
Mortgagor and The Union National Bank of dated August 21, 1986
Pittsburgh ("Union National"), as Mortgagee.
4.89 Mortgage Note dated as of August 7, 1986 Filed as Exhibit 4.6
from Registrant to Union National. to Registrant's Form 8-K
dated August 21, 1986
4.90 Assignment of Leases and Rents dated as of Filed as Exhibit 4.7
August 7, 1986 between Registrant, as to Registrant's Form 8-K
Assignor, and Union National, as Assignee. dated August 21, 1986
4.91 Assignment of Rights in Contract of Sale Filed as Exhibit 4.8
dated as of July 31, 1986 between American to Registrant's Form 8-K
Industrial Warehouse, Inc. and Registrant. dated August 21, 1986
4.92 Agreement to Assign Contract of Sale dated Filed as Exhibit 4.9
as of July 29, 1986 between American to Registrant's Form 8-K
Industrial Warehouses, Inc., as Vendor, dated August 21, 1986
and CPA(R):5, as Vendee.
- 23 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.93 Bond Purchase Agreement, dated as of Filed as Exhibit 4.1
December 20, 1984, among Broward County, as to Registrant's Form 8-K
Issuer, Armel, Inc. ("Armel"), as the dated October 1, 1986
Company, and NCNB National Bank of Florida
("NCNB"), as the Purchaser, relating to the
Industrial Development Revenue Bond (the
"Armel, Inc. Project").
4.94 Mortgage and Security Agreement, dated as of Filed as Exhibit 4.2
December 20, 1984, between Armel, as the to Registrant's Form 8-K
Mortgagor, and Broward County, as the dated October 1, 1986
Mortgagee.
4.95 Assignment of Rights, dated as of December Filed as Exhibit 4.3
20, 1984 between Broward County, as to Registrant's Form 8-K
Assignor, and NCNB, as Assignee. dated October 1, 1986
4.96 Installment Purchase Contract, dated as of Filed as Exhibit 4.4
December 20, 1984, between Broward County, to Registrant's Form 8-K
as Issuer, and Armel, as the Company, dated October 1, 1986
relating to the Armel, Inc. Project.
4.97 Corporate Guaranty Agreement, dated as of Filed as Exhibit 4.5
December 28, 1984 by Armel, as Guarantor, to Registrant's Form 8-K
and the subsidiaries of Armel, as dated October 1, 1986
additional Guarantors, to NCNB, as the Bank,
and any subsequent Bond owners, relating
to the Armel, Inc. Project.
4.98 Bond Put Agreement, dated as of December 20, Filed as Exhibit 4.6
1984 from Armel, as Optionor, to NCNB, as to Registrant's Form 8-K
Optionee. dated October 1, 1986
4.99 Letter, dated September 2, 1986, from NCNB, Filed as Exhibit 4.7
as holder of the Mortgage and Security to Registrant's Form 8-K
Agreement dated as of December 20, 1984, to dated October 1, 1986
Registrant, granting its consent to the
purchase of the Armel Property by Registrant
from Armel, and the leasing of the Armel
Property from Registrant to Armel.
4.100 Collateral Assignment of Leases, Rent and Filed as Exhibit 4.8
Profits, made as of September 5, 1986, by to Registrant's Form 8-K
and between Registrant, as Assignor, and dated October 1, 1986
NCNB, as Assignee.
4.101 Certificate of Purchaser, dated September 5, Filed as Exhibit 4.9
1986, from Registrant, as Purchaser, to to Registrant's Form 8-K
Armel, as Seller. dated October 1, 1986
- 24 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.102 Assumption and Consent Agreement, dated as Filed as Exhibit 4.10
of September 5, 1986 by and between to Registrant's Form 8-K
Registrant and Armel, collectively as the dated October 1, 1986
Guarantors, with NCNB, as the Bondholder,
and Broward County, as Issuer.
4.103 $2,700,000 Promissory Note dated October 1, Filed as Exhibit 4.1
1986 from the Registrant, as borrower, to to Registrant's Form 8-K
New England Mutual Life Insurance Company dated October 15, 1986
("New England Mutual Life"), as Lender.
4.104 Mortgage and Security Agreement dated as of Filed as Exhibit 4.2
October 1, 1986 between the Registrant, as to Registrant's Form 8-K
Borrower, and New England Mutual Life, as dated October 15, 1986
Lender and Secured Party.
4.105 Assignment of Leases and Rents dated as of Filed as Exhibit 4.3
October 1, 1986 from Registrant, as Borrower, to Registrant's Form 8-K
to New England Mutual Life, as Lender. dated October 15, 1986
4.106 $2,000,000 Promissory Note dated October 8, Filed as Exhibit 4.4
1986 from the Registrant, as Borrower, to to Registrant's Form 8-K
St. Paul Life Insurance Company ("St. Paul dated October 15, 1986
Life"), as Lender.
4.107 Mortgage, Security Agreement and Financing Filed as Exhibit 4.5
Statement dated as of October 8, 1986 between to Registrant's Form 8-K
the Registrant, as Mortgagor, and St. Paul dated October 15, 1986
Life, as Mortgagee and Secured Party.
4.108 Assignment of Rents and Leases dated as of Filed as Exhibit 4.6
October 8, 1986 from the Registrant, as to Registrant's Form 8-K
Assignor, to St. Paul Life, as Assignee. dated October 15, 1986
4.109 $7,000,000 Non-Recourse Cognovit Term Note Filed as Exhibit 4.1
dated December 23, 1986 from the Registrant, to Registrant's Form 8-K
as Borrower, to The Toledo Trust Company dated January 6, 1987
("Toledo Trust"), as Lender.
4.110 Mortgage dated December 23, 1986 between Filed as Exhibit 4.2
the Registrant, as Borrower, and Toledo to Registrant's Form 8-K
Trust, as Lender, for Pinconning, Michigan dated January 6, 1987
property.
4.111 Assignment of Leases and Rents dated Filed as Exhibit 4.3
December 23, 1986 from Registrant, as to Registrant's Form 8-K
Borrower, to Toledo Trust, as Lender for dated January 6, 1987
Pinconning, Michigan property.
4.112 Mortgage dated December 23, 1986 between Filed as Exhibit 4.4
the Registrant, as Borrower, and Toledo to Registrant's Form 8-K
Trust, as Lender, for Toledo, Ohio property. dated January 6, 1987
- 25 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.113 Assignment of Leases and Rents dated Filed as Exhibit 4.5
December 23, 1986 from Registrant, as to Registrant's Form 8-K
Borrower, to Toledo Trust, as Lender for dated January 6, 1987
Toledo, Ohio property.
4.114 $7,250,000 Purchase Money Promissory Note Filed as Exhibit 4.1
dated February 24, 1987 from the Registrant, to Registrant's Form 8-K
as Maker, to Anthony's, as Holder. dated March 10, 1987
4.115 Purchase Money Deed of Trust and Fixture Filed as Exhibit 4.2
Registrant, as Trustor, to Ticor Title dated March 10, 1987
Insurance Company of California ("Ticor"),
as Trustee.
4.116 Assignment of Lessor's Interest in Leases Filed as Exhibit 4.3
dated February 24, 1987 from Registrant, to Registrant's Form 8-K
as Assignor, to Anthony's, as Assignee. dated March 10, 1987
4.117 $7,250,000 Note dated May 23, 1987 Filed as Exhibit 4.1
from the Registrant, to First Southern to Registrant's Form 8-K
Federal Savings and Loan Association dated May 27, 1987
("First Southern").
4.118 Loan Agreement dated May 23, 1987 Filed as Exhibit 4.2
between Registrant, as Borrower, and to Registrant's Form 8-K
First Southern, as Lender. dated May 27, 1987
4.119 Deed of Trust, Assignment of Rents, Filed as Exhibit 4.3
dated May 13, 1987 by Registrant, as dated May 27, 1987
Trustor, Ticor Title Insurance Company of
California, as Trustee, and First Southern
as Beneficiary, affecting properties located
in Los Angeles County, California.
4.120 Security Agreement dated May 23, 1987 Filed as Exhibit 4.4
between Registrant, as Debtor, and to Registrant's Form 8-K
First Southern, as Secured Party. dated May 27, 1987
4.121 Assignment of Lessor's Interest in Leases Filed as Exhibit 4.5
dated May 13, 1987, from Registrant to to Registrant's Form 8-K
First Southern affecting properties dated May 27, 1987
located in Los Angeles County, California.
4.122 $7,250,000 Note dated May 13, 1987, from Filed as Exhibit 4.1
Registrant to First Southern Federal Savings to Registrant's Form 8-K
and Loan Association ("First Southern"). dated May 27, 1987
4.123 Loan Agreement dated May 13, 1987 between Filed as Exhibit 4.2
Registrant, as Borrower, and First Southern, to Registrant's Form 8-K
as Lender. dated May 27, 1987
- 26 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
4.124 Deed of Trust, Assignment of Rents, Security Filed as Exhibit 4.3
1987 by Registrant, as Trustor, Ticor Title dated May 27, 1987
Insurance Company of California, as Trustee,
and First Southern, as Beneficiary, affecting
properties located in Los Angeles County,
California.
4.125 Security Agreement dated May 13, 1987 Filed as Exhibit 4.4
between Registrant, as Debtor, and First to Registrant's Form 8-K
Southern, as Secured Party. dated May 27, 1987
4.126 Assignment of Lessor's Interest in Leases Filed as Exhibit 4.5
dated May 13, 1987, from Registrant to First to Registrant's Form 8-K
Southern affecting properties located in dated May 27, 1987
Los Angeles County, California.
4.127 $12,000,000 Promissory Note dated November Filed as Exhibit 4.1
16, 1987 from Registrant and CPA(R):7, as to Registrant's Form 8-K
Borrower, to Ford, as Holder. dated February 8, 1988
4.128 Mortgage and Assignment of Leases and Rents Filed as Exhibit 4.2
and Security Agreement dated November 18, to Registrant's Form 8-K
1987 between Registrant and CPA(R):7, as dated February 8, 1988
Mortgagor, and Ford, as Mortgagee.
4.129 $2,000,000 Deed of Trust Note dated January Filed as Exhibit 4.3
21, 1988 from Registrant, as Borrower, to to Registrant's Form 8-K
Altus Bank, N.A., as Lender. dated February 8, 1988
4.130 Deed of Trust dated January 21, 1988 by and Filed as Exhibit 4.4
among Registrant, as Grantor, and Jerry M. to Registrant's Form 8-K
Broughton and Roland V. Lee, Jr., dated February 8, 1988
as Trustees.
4.131 Security Agreement dated January 21, 1988 Filed as Exhibit 4.5
between Registrant, as Borrower, and Altus to Registrant's Form 8-K
Bank, N.A., as Lender. dated February 8, 1988
10.1 Agreement of Sale dated February 14, 1985 Exhibit 10.1 to Form 8-K
by and between Victor Equipment Company filed February 28, 1985
("Victor") and Registrant.
10.2 Lease Agreement dated February 15, 1985 Exhibit 10.2 to Form 8-K
between Registrant as landlord and filed February 28, 1985
Stoody Company ("Stoody") as tenant.
10.3 Subordination, nondisturbance and Attorn- Exhibit 10.3 to Form 8-K
ment Agreement dated February 15, 1985 filed February 28, 1985
among Hutton Life, Registrant and Stoody.
- 27 -
Exhibit Method of
No. Description Filing
- ------- ----------- -------------------------
10.4 Lease Agreement dated August 13, 1985 Filed as Exhibit 10.1
between Registrant and Sunroc to Registrant's Form 10-Q
Corporation ("Sunroc"). dated November 14, 1985
10.5 Memorandum of Lease dated August 13, Filed as Exhibit 10.2
1985 between Registrant and Sunroc. to Registrant's Form 10-Q
dated November 14, 1985
10.6 Guaranty dated August 13, 1985 by Filed as Exhibit 10.3
SFA Acquisition Company to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
10.7 Lease Agreement dated December 23, Filed as Exhibit 10.4
1985 between Registrant, as Lessor, to Registrant's Form 8-K
and Gould Inc., as Lessee. Form 8-K dated
January 6, 1986
10.8 Memorandum of Lease dated December 23, Filed as Exhibit 10.5
1985, between Registrant, as Landlord, to Registrant's Form 8-K
and Gould Inc., as Tenant. Form 8-K dated
January 6, 1986
10.9 Lease Agreement dated January 17, Filed as Exhibit 10.1
1986 by and between Registrant as to Registrant's Form 8-K
Landlord, and Malone & Hyde, as Tenant. Form 8-K dated
January 30, 1986
10.10 Lease Amendment dated January 17, Filed as Exhibit 10.2
1986 between Registrant and Malone to Registrant's Form 8-K
& Hyde. Form 8-K dated
January 30, 1986
10.11 Memorandum of Lease dated January 17, Filed as Exhibit 10.3
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for Form 8-K dated
Charlotte, NC property. January 30, 1986
10.12 Memorandum of Lease dated January 17, Filed as Exhibit 10.4
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for Form 8-K dated
Gastonia, NC property. January 30, 1986
10.13 Memorandum of Lease dated January 17, Filed as Exhibit 10.5
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for Form 8-K dated
Lenoir, NC property. January 30, 1986
10.14 Memorandum of Lease dated January 17, Filed as Exhibit 10.6
1986 between Registrant, as Landlord, to Registrant's
and Malone & Hyde, as Tenant, for Form 8-K dated
Statesville, NC property. January 30, 1986
- 28 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
10.15 Memorandum of Lease dated January 17, Filed as Exhibit 10.7
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant for dated January 30, 1986
Austin, TX property.
10.16 Memorandum of Lease dated January 17, Filed as Exhibit 10.8
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for dated January 30, 1986
the two Corpus Christi, TX properties.
10.17 Memorandum of Lease dated January 17, Filed as Exhibit 10.9
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant for dated January 30, 1986
McAllen and Weslaco, TX properties.
10.18 Memorandum of Lease dated January 17, Filed as Exhibit 10.10
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for dated January 30, 1986
Nederland and Port Arthur, TX
properties.
10.19 Memorandum of Lease dated January 17, Filed as Exhibit 10.11
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for dated January 30, 1986
San Antonio, TX property.
10.20 Memorandum of Lease dated January 17, Filed as Exhibit 10.12
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant for dated January 30, 1986
Victoria, TX properties.
10.21 Memorandum of Lease dated January 17, Filed as Exhibit 10.13
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant for dated January 30, 1986
Waco, TX property.
10.22 Memorandum of Lease dated January 17, Filed as Exhibit 10.14
1986 between Registrant, as Landlord, to Registrant's Form 8-K
and Malone & Hyde, as Tenant, for dated January 30, 1985
West Orange, TX property.
10.23 Joint Venture Agreement dated January Filed as Exhibit 10.1
30, 1986 between Registrant and CPA(R):5. to Registrant's Form 8-K
dated March 13, 1986
10.24 Lease Agreement dated as of January Filed as Exhibit 10.2
30, 1986 by and between Registrant and to Registrant's Form 8-K
CPA(R):5, collectively as Landlord, and dated March 13, 1986
Lakes Hotel Corporation ("Great Lakes"), March 13, 1986
as Tenant.
- 29 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
10.25 Lease Agreement dated as of March 6, Filed as Exhibit 10.3
1986 by and between Registrant and to Registrant's Form 8-K
CPA(R):5, collectively as Landlord, and dated March 13, 1986
Northwoods Hotel Corporation
("Northwoods"), as Tenant
10.26 Memorandum of Lease dated January 30, Filed as Exhibit 10.4
1986 between Registrant and CPA(R):5, to Registrant's Form 8-K
collectively, as Landlord, and Great dated March 13, 1986
Lakes, as Tenant.
10.27 Memorandum of Lease dated March 6, Filed as Exhibit 10.5
1986 between Registrant and CPA(R):5, to Registrant's Form 8-K
as Landlord, and Northwoods, as dated March 13, 1986
Tenant.
10.28 Lease Guaranty dated January 30, Filed as Exhibit 10.6
1986 from Landmark Hotel Corporation to Registrant's Form 8-K
("Landmark"), as Guarantor, to dated March 13, 1986
Registrant and CPA(R):5, collectively,
as Landlord.
10.29 Lease Guaranty dated March 6, 1986 Filed as Exhibit 10.7
from Landmark, as Guarantor, to to Registrant's Form 8-K
Registrant and CPA(R):5, collectively as dated March 13, 1986
Landlord.
10.30 Lease Agreement dated April 30, 1986 between Filed as Exhibit 10.1
Registrant, as Landlord, and Malone & Hyde, to Registrant's Form
as Tenant. 8-K dated May 15, 1986
10.31 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.2
1986 between Registrant and Malone & Hyde to Registrant's Form
(Bessemer and Birmingham, AL Properties). 8-K dated May 15, 1986
10.32 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.3
1986 between Registrant and Malone & Hyde to Registrant's Form
(Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986
10.33 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.4
1986 between Registrant and Malone & Hyde to Registrant's Form
(Decatur, AL Property). 8-K dated May 15, 1986
10.34 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.5
1986 between Registrant and Malone & Hyde to Registrant's Form
(Montgomery, AL Property). 8-K dated May 15, 1986
10.35 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.6
1986 between Registrant and Malone & Hyde to Registrant's Form
(Phenix, AL Property). 8-K dated May 15, 1986
10.36 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.7
1986 between Registrant and Malone & Hyde to Registrant's Form
(Columbus, GA Property). 8-K dated May 15, 1986
- 30 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
10.37 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.8
1986 between Registrant and Malone & Hyde to Registrant's Form
(Dalton, GA Property). 8-K dated May 15, 1986
10.38 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.9
1986 between Registrant and Malone & Hyde to Registrant's Form
(Alton, Collinsville and Wood River, 8-K dated May 15, 1986
IL Properties).
10.39 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.10
1986 between Registrant and Malone & Hyde to Registrant's Form
(Belleville, IL Property). 8-K dated May 15, 1986
10.40 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.11
1986 between Registrant and Malone & Hyde to Registrant's Form
(Baton Rouge, LA Property). 8-K dated May 15, 1986
10.41 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.12
1986 between Registrant and Malone & Hyde to Registrant's Form
(Two Lake Charles, LA Properties). 8-K dated May 15, 1986
10.42 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.13
1986 between Registrant and Malone & Hyde to Registrant's Form
(West Monroe, LA Property). 8-K dated May 15, 1986
10.43 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.14
1986 between Registrant and Malone & Hyde to Registrant's Form
(Breckenridge, Maplewood, Overland and 8-K dated May 15, 1986
St. Louis, MO Properties).
10.44 Lease Agreement between JB Properties, as Filed as Exhibit 10.1
Lessor, and Gould Inc. ("Gould"), as Lessee. to Registrant's Form
8-K dated May 29, 1986
10.45 Lease Agreement dated as of June 18, 1986 Filed as Exhibit 10.1
between Registrant, as Landlord, and to Registrant's Form
Peerless, as Tenant. 8-K dated July 2, 1986
10.46 Memorandum of Lease made as of June 18, 1986 Filed as Exhibit 10.2
between Registrant and Peerless. to Registrant's Form
8-K dated July 2, 1986
10.47 Lease Agreement dated as of August 7, 1986 Filed as Exhibit 10.1
between Registrant, as Landlord, and Pace, to Registrant's Form 8-K
as Tenant. dated August 21, 1986
10.48 Memorandum of Lease made as of August 7, 1986 Filed as Exhibit 10.2
between Registrant and Pace. to Registrant's Form 8-K
dated August 21, 1986
10.49 Lease Agreement dated as of July 29, 1986 Filed as Exhibit 10.3
between Registrant and GCC Minnesota. to Registrant's Form 8-K
dated August 21, 1986
- 31 -
Exhibit Method of
No. Description Filing
- ------- ----------- -------------------------
10.50 Memorandum of Lease made as of July 29, 1986 Filed as Exhibit 10.4
between Registrant and GCC Minnesota. to Registrant's Form 8-K
dated August 21, 1986
10.51 Lease Guaranty dated as of July 29, 1986 Filed as Exhibit 10.5
from GCC as Guarantor to Registrant, as to Registrant's Form 8-K
Landlord. dated August 21, 1986
10.52 Lease Agreement dated as of September 5, 1986 Filed as Exhibit 10.1
by and between Registrant, as Landlord, and to Registrant's Form 8-K
Armel, as Tenant. dated October 1, 1986
10.53 Rider to Lease Agreement, dated as of Filed as Exhibit 10.2
September 5, 1986. to Registrant's Form 8-K
dated October 1, 1986
10.54 Memorandum of Lease, made as of September 5, Filed as Exhibit 10.3
1986, between Registrant and Armel. to Registrant's Form 8-K
dated October 1, 1986
10.55 Lease Agreement dated December 23, 1986 by Filed as Exhibit 10.1
and between Registrant, as Landlord, to Registrant's Form 8-K
and AP, as Tenant. dated January 6, 1987
10.56 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.2
between Registrant, as Landlord, and AP, as to Registrant's Form 8-K
Tenant, for Pinconning, Michigan property. dated January 6, 1987
10.57 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.3
between Registrant, as Landlord, and AP, as to Registrant's Form 8-K
Tenant, for Toledo, Ohio property. dated January 6, 1987
10.58 Lease Agreement dated February 24, 1987 Filed as Exhibit 10.1
by and between Registrant, as Landlord, and to Registrant's Form 8-K
Anthony's, as Tenant. dated March 10, 1987
10.59 Memorandum of Lease dated February 24, 1987 Filed as Exhibit 10.2
between Registrant, as Landlord, and to Registrant's Form 8-K
Anthony's, as Tenant. dated March 10, 1987
10.60 Lease Agreement dated November 16, 1987 by Filed as Exhibit 10.1
and between Registrant and CPA(R):7, as to Registrant's Form 8-K
Landlord, and Brock, as Tenant. dated February 8, 1988
10.61 Assignment of Leases and Rents dated January Filed as Exhibit 10.2
21, 1988 from Registrant, as Assignor, to to Registrant's Form 8-K
Altus Bank, N.A., as Assignee. dated February 8, 1988
10.62 Lease Agreement dated March 10, 1988 Filed as Exhibit 10.62
by and between Registrant and as to Registrant's Form 10-K
Landlord, and Winn-Dixie, as Tenant. dated March 30, 1988
- 32 -
Exhibit Method of
No. Description Filing
- ------- ----------- -------------------------
10.63 Lease Guaranty dated March 10, 1988 Filed as Exhibit 10.63
from Winn-Dixie Stores, as Guarantor, to Registrant's Form 10-K
to Registrant, as Lessor. dated March 30, 1988
28.1 Bill of Sale dated February 14, 1985 Exhibit 28.1 to Form 8-K
from Stoody to Victor. filed February 28, 1985
28.2 Bill of Sale dated February 14, 1985 Exhibit 28.2 to Form 8-K
from Victor to Registrant. filed February 28, 1985
28.3 Corporation Grant Deed dated February Exhibit 28.3 to Form 8-K
14, 1985 from Stoody to Victor. filed February 28, 1985.
28.4 Corporation Grant Deed dated February Exhibit 28.4 to Form 8-K
14, 1985 from Victor to Registrant. filed February 28, 1985.
28.5 Deed dated July 12, 1985 between Filed as Exhibit 28.1
LasSalle National Bank (LaSalle") and to Registrant's Form 10-Q
Registrant. dated November 14, 1985
28.6 Bill of Sale dated August 16, 1985 by Filed as Exhibit 28.2
Telkee, Inc. ("Telkee") to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
28.7 Seller's Certificate dated August 16, Filed as Exhibit 28.3
1985 by Telkee to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
28.8 Lesee's Certificate dated August 16, Filed as Exhibit 28.4
1985 by Sunroc to Registrant. to Registrant's Form 10-Q
Form 10-Q dated
November 14, 1985
28.9 Deed dated December 19, 1985 from Filed as Exhibit 28.5
Gould Inc. to Registrant. to Registrant's Form 8-K
Form 8-K dated
January 6, 1986
28.10 Bill of Sale dated December 23, 1985 Filed as Exhibit 28.6
from Gould Inc. to Registrant. to Registrant's
Form 8-K dated
January 6, 1986
28.11 Purchase Agreement dated July 25, 1985 Filed as Exhibit 28.7
by Gould Inc., as Seller, with JB to Registrant's
Properties, as Buyer. Form 8-K dated
January 6, 1986
28.12 North Carolina General Warranty Deed Filed as Exhibit 28.1
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor and From 8-K dated
Registrant, as Grantee, for Charlotte, January 6, 1986
- 33 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.13 North Carolina General Warranty Deed Filed as Exhibit 28.2
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for Gastonia, January 30, 1986
NC property.
28.14 North Carolina General Warranty Deed Filed as Exhibit 28.3
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for Lenoir, January 30, 1986
NC property.
28.15 North Carolina General Warranty Deed Filed as Exhibit 28.4
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for January 30, 1986
Austin, TX property.
28.16 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.5
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Austin, TX property. January 30, 1986
28.17 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.6
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Corpus Christi (Unit No. 1328), TX January 30, 1986
property.
28.18 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.7
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Corpus Christi (Unit No. 1344), TX January 30, 1986
property.
28.19 Warranty Deed dated January 17,1986 Filed as Exhibit 28.8
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as grantee, for Form 8-K dated
McAllen, TX property. January 30, 1986
28.20 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.9
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
McAllen TX property. January 30, 1986
28.21 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.10
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Port Arthur, TX property. January 30, 1986
28.22 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.11
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
San Antonio, TX property. January 30, 1986
- 34 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.23 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.12
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Victoria, TX property. January 30, 1986
28.24 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.13
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Waco, TX property. January 30, 1986
28.25 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.14
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee for Form 8-K dated
Weslaco, TX property. January 30, 1986
28.26 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.15
between Malone & Hyde, as Grantor to Registrant's
and Registrant, as Grantee for Form 8-K dated
West Orange, TX property. January 30, 1986
28.27 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.16
from Malone & Hyde to Registrant for to Registrant's
Charlotte, NC property. Form 8-K dated
January 30, 1986
28.28 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.17
from Malone & Hyde to Registrant for to Registrant's
Gastonia, NC property. Form 8-K dated
January 30, 1986
28.29 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.18
from Malone & Hyde to Registrant for to Registrant's
Lenoir, NC property. Form 8-K dated
January 30, 1986
28.30 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.19
from Malone & Hyde to Registrant for to Registrant's
Statesville, NC property. Form 8-K dated
January 30, 1986
28.31 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.20
from Malone & Hyde to Registrant for to Registrant's
Austin, TX property. Form 8-K dated
January 30, 1986
28.32 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.21
from Malone & Hyde to Registrant for to Registrant's
Corpus Christi (Unit No. 1328, TX Form 8-K dated
property. January 30, 1986
28.33 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.22
from Malone & Hyde to Registrant for to Registrant's
Corpus Christi (Unit No. 1344), TX From 8-K dated
property. January 30, 1986
- 35 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.34 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.23
from Malone & Hyde to Registrant for to Registrant's
McAllen, TX property. Form 8-K dated
January 30, 1986
28.35 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.24
from Malone & Hyde to Registrant for to Registrant's
Nederland, TX property. Form 8-K dated
January 30, 1986
28.36 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.25
from Malone & Hyde to Registrant for to Registrant's
Port Arthur, TX property. From 8-K dated
January 30, 1986
28.37 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.26
from Malone & Hyde to Registrant for to Registrant's
San Antonio, TX property. Form 8-K dated
January 30, 1986
28.38 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.27
from Malone & Hyde to Registrant for to Registrant's
Victoria, TX property. Form 8-K dated
January 30, 1986
28.39 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.28
from Malone & Hyde to Registrant for to Registrant's
Waco, TX property. Form 8-K dated
January 30, 1986
28.40 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.29
from Malone & Hyde to Registrant for to Registrant's
Weslaco, TX property. Form 8-K dated
January 30, 1986
28.41 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.30
from Malone & Hyde to Registrant for to Registrant's
West Orange, TX property. From 8-K dated
January 30, 1986
28.42 Waranty Deed dated January 30, 1986 Filed as Exhibit 28.1
among Adventure Restaurant Corporation to Registrant's
("Adventure"), Registrant and CPA(R):5. Form 8-K dated
March 13, 1986
28.43 Waranty Deed dated March 6, 1986 Filed as Exhibit 28.2
among Adventure, Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
28.44 Bill of Sale dated January 30, 1986 Filed as Exhibit 28.3
from Adventure to Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
- 36 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.45 Bill of Sale dated March 6, 1986 Filed as Exhibit 28.4
Adventure to Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
28.46 Seller/Lessee.s Certificate dated as of Filed as Exhibit 28.1
April 30, 1986 from Malone & Hyde to to Registrant's Form
Registrant. 8-K dated May 15, 1986
28.47 Bill of Sale dated as of April 30, 1986 Filed as Exhibit 28.2
from Malone & Hyde to Registrant (Bessemer, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.48 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.3
Malone & Hyde to Registrant (Birmingham, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.49 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.4
Malone & Hyde to Registrant (Chickasaw, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.50 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.5
Malone & Hyde to Registrant (Decatur, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.51 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.6
Malone & Hyde to Registrant (Mobile, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.52 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.7
Malone & Hyde to Registrant (Montgomery, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.53 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.8
Malone & Hyde to Registrant (Phenix, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.54 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.9
Malone & Hyde to Registrant (Columbus, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.55 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.10
Malone & Hyde to Registrant (Dalton, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.56 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.11
Malone & Hyde to Registrant (Alton, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.57 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.12
Malone & Hyde to Registrant (Belleville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
- 37 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.58 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.13
Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.59 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.14
Malone & Hyde to Registrant (Wood River, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.60 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.15
Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.61 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.16
Malone & Hyde to Registrant (Medora St., to Registrant's Form
Lake Charles, LA Properties). 8-K dated May 15, 1986
28.62 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.17
Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form
Lake Charles, LA Property). 8-K dated May 15, 1986
28.63 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.18
Malone & Hyde to Registrant (West Monroe, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.64 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.19
Malone & Hyde to Registrant (Breckenridge, to Registrant's Form
MO Property). 8-K dated May 15, 1986
28.65 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.20
Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.66 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.21
Malone & Hyde to Registrant (Overland, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.67 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.22
Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.68 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.23
Malone & Hyde, as Grantor, to Registrant, as to Registrant's Form
Grantee (Bessemer, AL Property). 8-K dated May 15, 1986
28.69 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.24
Malone & Hyde to Registrant (Birmingham, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.70 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.25
Malone & Hyde to Registrant (Chickasaw, AL to Registrant's Form
Property). 8-K dated May 15, 1986
- 38 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.71 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.26
Malone & Hyde to Registrant (Decatur, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.72 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.27
Malone & Hyde to Registrant (Mobile, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.73 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.28
Malone & Hyde to Registrant (Montgomery, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.74 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.29
Malone & Hyde to Registrant (Phenix, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.75 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.30
Malone & Hyde to Registrant (Columbus, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.76 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.31
Malone & Hyde to Registrant (Dalton. GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.77 Warranty Deed dated as ot April 30, 1986 from Filed as Exhibit 28.32
Malone & Hyde to Registrant (Alton, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.78 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.33
Malone & Hyde to Registrant (Belleville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.79 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.34
Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.80 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.35
Malone & Hyde to Registrant (Wood River, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.81 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.36
Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.82 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.37
Malone & Hyde to Registrant (Medora St., Lake to Registrant's Form
Charles, LA Property). 8-K dated May 15, 1986
28.83 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.38
Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form
Lake Charles, LA Property). 8-K dated May 15, 1986
- 39 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------
28.84 Cash Deed dated as of April 30, 1986 from Filed as Exhibit 28.39
Malone & Hyde to Registrant (West Monroe, to Registrant's Form
LA Property). 8-K dated May 15, 1986
28.85 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.40
Malone & Hyde to Registrant (Breckenridge, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.86 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.41
Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.87 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.42
Malone & Hyde to Registrant (Overland, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.88 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.43
Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.89 Letter dated April 30, 1986 from First Filed as Exhibit 28.44
Southern to Registrant regarding the to Registrant's Form
understanding that interest on the Note will 8-K dated May 15, 1986
begin accruing as of the date of the wiring
of the funds.
28.90 Letter dated April 30, 1986 from Registrant Filed as Exhibit 28.45
to Malone & Hyde and agreed to by First to Registrant's Form
Southern regarding the understanding that the 8-K dated May 15, 1986
Lease will commence as of the date of the
wiring of the funds.
28.91 Seller's Certificate from Jeffrey M. Browne Filed as Exhibit 28.1
and Anne M. Browne, collectively as Seller, to Registrant's Form
to Registrant, as Purchaser. 8-K dated May 29, 1986
28.92 Lessee's Certificate from Gould, as Lessee, Filed as Exhibit 28.2
to Registrant, as Lessor. to Registrant's Form
8-K dated May 29, 1986
28.93 Deed between Jeffrey M. Browne and Anne M. Filed as Exhibit 28.3
Browne, as Transferor and Registrant, as to Registrant's Form
Transferee. 8-K dated May 29, 1986
28.94 Bill of Sale from Jeffrey M. Browne and Filed as Exhibit 28.4
Anne M. Browne to Registrant. to Registrant's Form
8-K dated May 29, 1986
28.95 Bill of Sale dated June 18, 1986 from Filed as Exhibit 28.1
Peerless to Registrant. to Registrant's Form
8-K dated July 2, 1986
- 40 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
28.96 Warranty Deed dated June 18, 1986 from Filed as Exhibit 28.2
Peerless to Registrant. to Registrant's Form
8-K dated July 2, 1986
28.97 Seller/Lessee's Certificate from Peerless to Filed as Exhibit 28.3
Registrant dated June 18, 1986. to Registrant's Form
8-K dated July 2, 1986
28.98 Certificate dated June 18, 1986 from Peerless Filed as Exhibit 28.4
to Northwestern and Western States. to Registrant's Form
8-K dated July 2, 1986
28.99 Certificate dated June 18, 1986 from Filed as Exhibit 28.5
Registrant to Northwestern and to Registrant's Form
Western States. 8-K dated July 2, 1986
28.100 Bill of Sale dated as of August 7, 1986 Filed as Exhibit 28.1
from Pace to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.101 Deed dated as of August 7, 1986 from Pace Filed as Exhibit 28.2
to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.102 Seller/Lessee s Certificate dated as of Filed as Exhibit 28.3
August 7, 1986 from Pace to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.103 Bill of Sale dated as of July 30, 1986 from Filed as Exhibit 28.4
GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.104 Warranty Deed dated as of July 29, 1986 from Filed as Exhibit 28.5
GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.105 Seller's Certificate dated as of July 29, Filed as Exhibit 28.6
1986 from GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.106 Indemnity Agreement dated as of Filed as Exhibit 28.7
July 30, 1986. to Registrant's Form 8-K
dated August 21, 1986
28.107 Registrant's Current Report on Form 8-K Filed as Exhibit 28.8
dated January 6, 1986. to Registrant's Form 8-K
dated August 21, 1986
28.108 Bill of Sale, dated September 5, 1986, from Filed as Exhibit 28.1
Armel to Registrant. to Registrant's Form 8-K
dated October 1, 1986
- 41 -
Exhibit Method of
No. Description Filing
- ------- ----------- ------------------------
28.109 Warranty Deed, made as of September 5, 1986, Filed as Exhibit 28.2
by Armel, as Grantor, to Registrant, as to Registrant's Form 8-K
Grantee. dated October 1, 1986
28.110 Seller/Lessee's Certificate, dated September Filed as Exhibit 28.3
5, 1986, from Armel, as Seller, to Registrant to Registrant's Form 8-K
as Purchaser. dated October 1, 1986
28.111 Escrow Letter from Greenburg, Traurig, Askew, Filed as Exhibit 28.4
Hoffman, Lipoff, Rosen & Quentel, P.A., to Registrant's Form 8-K
acknowledged and consented to on September dated October 1, 1986
3, 1986, by Armel and Registrant.
28.112 Escrow Trust Instructions dated October, 1986 Filed as Exhibit 28.1
to Chicago Title and Trust Company, as Escrow to Registrant's Form 8-K
Trustee, from Registrant and Focus Real Estate dated October 15, 1986
Finance Company, on behalf of St. Paul Life.
28.113 Letter dated October 6, 1986 from Fidelity Filed as Exhibit 28.2
Bank to St. Paul Life confirming that Folger to Registrant's Form 8-K
Adam, as Tenant, is not in default under the dated October 15, 1986
Credit Agreement referred to in the Assignment
of Tenant's Interest in Leases.
28.114 Letter dated October 8, 1986 from St. Paul Filed as Exhibit 28.3
Life to Registrant in connection with the to Registrant's Form 8-K
mortgage loan. dated October 15, 1986
28.115 Bill of Sale dated December 23, 1986 from Filed as Exhibit 28.1
AP to Registrant. to Registrant's Form 8-K
dated January 6, 1987
28.116 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.2
by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K
for Pinconning, Michigan property. dated January 6, 1987
28.117 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.3
by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K
for Toledo, Ohio property. dated January 6, 1987
28.118 Seller/Tenant's Certificate dated December Filed as Exhibit 28.4
23, 1986, from AP, as Seller, to Registrant, to Registrant's Form 8-K
as Purchaser. dated January 6, 1987
28.119 Corporation Grant Deed, made as of February Filed as Exhibit 28.1
20, 1987, by Anthony's, as Grantor, to to Registrant's Form 8-K
Registrant, as Grantee. dated March 10, 1987
28.120 Seller's/Lessee's Certificate dated February Filed as Exhibit 28.2
24, 1987, from Anthony's, as Seller, to to Registrant's Form 8-K
Registrant, as Purchaser. dated March 10, 1987
- 42 -
Exhibit Method of
No. Description Filing
- ------- ----------- ----------------------------
28.121 Deed dated November 12, 1987 between Filed as Exhibit 28.1
Northwestern, as Transferor, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Transferee. dated February 8, 1988
28.122 Bill of Sale dated November 12, 1987 from Filed as Exhibit 28.2
Northwestern, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Purchaser. dated February 8, 1988
28.123 Seller's Certificate dated November 16, 1987 Filed as Exhibit 28.3
from Northwestern, as seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated February 8, 1988
28.124 Lessee's Certificate dated November 16, 1987 Filed as Exhibit 28.4
from Brock, as Lessee, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Lessor. dated February 8, 1988
28.125 Warranty Deed dated March 10, 1988 Filed as Exhibit 28.125
between Winn-Dixie, as Grantor, and to Registrant's Form 10-K
Registrant, as Grantee. dated March 30, 1988
28.126 Bill of Sale dated March 10, 1988 Filed as Exhibit 28.126
from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K
as Purchaser. dated March 30, 1988
28.127 Seller's Certificate date March 10, 1988 Filed as Exhibit 28.127
from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K
as Purchaser. dated March 30, 1988
28.128 Prospectus of Registrant Filed as Exhibit 28.128
dated November 30, 1984. to Registrant's Form 10-K/A
Amendment No. 1
28.129 Press release dated June 30, 1993 Filed as Exhibit 28.1 to
announcing the suspension of secondary Form 8-K dated July 12, 1993
market sales of Limited Partnership Units.
(b) Reports on Form 8-K
-------------------
During the quarter ended December 31, 1995 the Registrant was not
required to file any reports on Form 8-K.
- 43 -
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.
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
BY: CAREY CORPORATE PROPERTY, INC.
04/01/96 BY: /s/ Claude Fernandez
---------- ------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
BY: CAREY CORPORATE PROPERTY, INC.
William P. Carey
Chairman of the Board
and Director
(Principal Executive Officer)
Francis J. Carey
President and Director
George E. Stoddard BY: /s/ George E. Stoddard
-----------------------
Chairman of the Investment George E. Stoddard
Committee and Director Attorney in fact
April 1, 1996
Dr. Lawrence R. Klein
Chairman of the Economic Policy
Committee and Director
Madelon DeVoe Talley
Vice Chairman of the Board of
04/01/96 BY: /s/ Claude Fernandez
---------- ---------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
04/01/96 BY: /s/ Michael D. Roberts
---------- -----------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
- 44 -
APPENDIX A TO FORM 10-K
CORPORATE PROPERTY ASSOCIATES 6
- A CALIFORNIA LIMITED PARTNERSHIP
AND SUBSIDIARIES
1995 ANNUAL REPORT
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
(In thousands except per unit amounts)
1991 1992 1993 1994 1995
------- ------- ------- ------- ----------
OPERATING DATA:
Revenues $11,407 $14,177 $15,387 $15,694 $16,738(4)
Income before
extraordinary gain 3,617 4,254 3,920 3,099 5,771
Income before
extraordinary gain
allocated:
To General Partners 217 255 235 186 347
To Limited Partners 3,400 3,999 3,685 2,913 5,424
Per unit 70.91 83.40 76.85 60.76 113.16
Distributions attributable (1):
To General Partners 269 279 281 281 286
To Limited Partners 4,210 4,368 4,406 4,429 4,483
Per unit 87.81 91.10 91.88 92.26 93.53
Payment of mortgage
principal (2) 1,004 1,072 1,300 1,331 1,356
BALANCE SHEET DATA:
Total assets 90,517 96,244 92,570 90,186 88,422
Long-term
obligations (3) 47,692 50,054 51,362 36,603 36,298
(1) Includes distributions attributable to the fourth quarter of each fiscal
year payable in the following fiscal year less distributions in the first
fiscal quarter applicable to the prior year.
(2) Represents scheduled payment of mortgage principal paid.
(3) Represents mortgage and note payable obligations due after more than one
year.
(4) Revenues include $688,000 which reflect recovery of rents which had been
reserved for in 1994.
- 1 -
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
Results of Operations
---------------------
Net income for the year ended December 31, 1995 increased by
$4,760,000 as compared with net income for the year ended December 31, 1994.
Of the increase, $2,776,000 was due to the Partnership's successful
settlement of its dispute with Anthony's Manufacturing Company ("Anthony's")
and the related gain on the prepayment of the mortgage loan on the Anthony's
properties, which was paid off at a substantial discount. Excluding the
effect of these settlement transactions and $225,000 that the Partnership
received in 1994 as a settlement relating to the 1992 lease termination at the
Livonia, Michigan hotel property, income reflected a 71% increase of
$2,209,000 from the prior year.
The increase in income, as adjusted, was primarily due to a decrease
in property expenses and, to a lesser extent, an increase in lease revenues
and a decrease in interest expense. The decrease in property expenses was due
to costs incurred in 1994 in connection with (i) the Partnership's assessment
of liquidity alternatives which included environmental reviews and property
valuations, (ii) costs incurred in the Anthony's dispute prior to the
commencement of settlement negotiations and (iii) charges incurred for
uncollected Anthony's rent. As a result of the Anthony's settlement in May
1995, the Partnership ultimately collected most of such uncollected rents.
The increase in lease revenues was due to rental increases on the
Partnership's leases with Stoody Deloro Stellite, Inc. ("Stoody") and the
Folger Adam Company ("Folger Adam") and increased rent resulting from the
AutoZone, Inc. ("AutoZone") lease modification. The decrease in interest
expense was due to lower overall loan balances as the result of the
satisfaction of the mortgage loans on the Stoody and Anthony's properties, the
payoff of which was partially funded with a new loan that is a general
obligation of the Partnership. The new loan is a variable rate obligation,
and its current rate is significantly lower than the rate on the Stoody loan
of 13% per annum. Cash flow provided from operations increased by $6,039,000,
an increase of 118%, as a result of the overall increase in earnings and
receipt of $3,800,000 from Peerless Chain Company ("Peerless"). As more fully
described in Note 13 to the Consolidated Financial Statements, the $3,800,000
which the Partnership received from Peerless did not impact current year
earnings and will be recognized for financial reporting purposes over the
remaining term of the Peerless lease.
Earnings from the Partnership's hotel operations decreased by
$41,000 to $1,034,000 as compared with 1994, a decrease of approximately 4%.
The occupancy rate at the Petoskey, Michigan hotel declined to 43% in 1995
from 47% in 1994 due to increased competition from a nearby resort area. The
Partnership was only able to increase the average room rate of Petoskey by
0.6% in 1995. Occupancy rates at the Alpena, Michigan hotel property remained
stable at 55% and the Partnership was able to increase the average room rate
by slightly less than 5%. Occupancy and average room rates at the Livonia
hotel increased by 2% and 8%, respectively. The operations in Alpena and
Petoskey are seasonal in nature with the largest proportion of income being
earned in the summer months. The operations of the Livonia hotel which
represented 61% of hotel revenues and 72% of hotel earnings are not seasonal
in nature, but are affected by the economic conditions in the Detroit
metropolitan area.
Net income of $3,099,000 for 1994 reflected a decrease of $821,000
as compared with net income for 1993 and cash provided by operating activities
for 1994 decreased by $438,000 as compared with 1993. The decreases in net
income and operating cash flow were attributable to an increase in property
expenses. The decrease in property expenses of $1,091,000 resulted primarily
from costs incurred in connection with the Partnership's dispute with
Anthony's with respect to its nonpayment of rent and resulting in an increase
in the reserve for uncollected rent and legal costs incurred in connection
with the Partnership pursuing its remedies against Anthony's. To a lesser
extent, an increase in costs incurred in connection with the assessment of
liquidity alternatives contributed to the increase in property expenses.
The provision for uncollected rents from the Anthony's dispute was
$920,000 in 1994 and $126,000 in 1993 thereby representing $794,000 of the
decrease in current year earnings and operating cash flow. In addition, legal
costs associated with the Anthony's dispute were $120,000. Leasing revenues
for 1994 were relatively stable. However, as noted approximately $920,000 of
rents were uncollected. The earnings
- 2 -
from the hotel operation increased by $165,000. In addition, the Partnership
benefited from other income of $228,000, primarily from its settlement
agreement on the 1992 lease termination for the Livonia hotel property. The
increase in hotel operating income was due to a 10% increase in the average
room rate at the Livonia hotel which offset a 1% decrease in the occupancy
rate. Revenues from the Petoskey hotel increased by 3% from the prior year;
however, the occupancy and average room rates remained relatively stable.
Revenues at the Alpena hotel remained the same as the prior year, as did the
average room and occupancy rates.
Future operating cash flow will benefit from the prepayment of the
Peerless mortgage loan in December 1995. Solely as a result of paying off the
loan, annual cash flow from the Peerless property will increase by $521,000.
In addition, the Partnership will benefit from a scheduled rent increase on
the Peerless lease which is scheduled for July 1996. Peerless has an option
to reduce that rent increase and all of its subsequent scheduled rent
increases by 50% by making a one-time lump sum payment of $1,300,000 in 1996.
Peerless has not yet indicated whether it intends to exercise this option.
Cash flow will also benefit in 1996 from rent increases on the Partnership's
leases with Motorola, Inc.("Motorola"), Lockheed Martin Corporation and Wal-
Mart Stores, Inc. ("Wal-Mart") and in 1997 on its leases with AP Parts
Manufacturing, Co., Inc. ("AP Parts") and Anthony's. In January 1996, in
connection with the funding of an expansion of the AP Parts property in
Toledo, Ohio, the Partnership refinanced an existing mortgage loan on the AP
Parts properties and entered into a lease modification agreement. The
combined effect of the lease modification and new mortgage financing will
increase annual cash flow by $97,000. In addition, the value of the AP Parts
property has been enhanced by the expansion. The Partnership expects that
paying off the Anthony's and Stoody mortgages with the borrowings under the
unsecured note of $10,000,000 will result in decreased interest expense. This
obligation bears interest at a variable rate; therefore, interest expense will
vary based on changes in short-term interest rates. As a result of Folger
Adam declaring bankruptcy in February 1996, the Partnership has entered into
discussions to lease the property to the company which is attempting to
purchase Folger Adam's assets. It is expected that the annual rental amount
from the Folger Adam property will decrease.
Because of the long-term nature of the Partnership's net leases,
inflation and changing prices should not unfavorably affect the Partnership's
revenues and net income or have an impact on the continuing operations of the
Partnership's properties. The Partnership's net leases have rent increases
based on the Consumer Price Index ("CPI") and may have caps on such CPI
increases, or sales overrides, which should increase operating revenues in the
future. As a result of the 1995 lease modification agreement with AutoZone
which changed how sales override amounts are calculated, the Partnership
realized $83,000 of such rents. The moderate increases in the CPI over the
past several years will affect the rate of such future rent increases.
Although there are indications that there may be legislation which considers
changes to the CPI methodology, the Partnership cannot predict the outcome of
any proposal relating to the CPI formula. Management believes that hotel
operations will not be significantly impacted by changing prices. In
addition, Management believes that reasonable increases in hotel operating
costs may be partially or entirely offset by increases in room rates.
Financial Condition
-------------------
Other than its interest in three hotel properties, all of the
Partnership's properties are leased to corporate tenants under long-term net
leases which generally require tenants to pay all operating expenses relating
to the leased properties. The Partnership depends on relatively stable or
increasing cash flow from its net leases to meet operating expenses, service
its debt, fund distributions and maintain adequate cash reserves. In
addition, the Partnership maintains cash reserves to fund major outlays such
as capital improvements and balloon debt payments. The Partnership's cash and
cash equivalents at December 31, 1995 were $3,477,000.
Cash provided from operations in 1995 of $11,133,000 was sufficient
to pay distributions to partners of $4,736,000, meet scheduled principal
payment installments of $1,356,000 and contribute a significant portion of the
amounts used to meet balloon payment obligations and mortgage prepayments.
The Partnership's strategy has been to utilize its cash from operations to
fund distributions to partners and meet principal payment installment
obligations.
- 3 -
Management gives consideration to its projections of cash flows
provided from operations as well as the Partnership's current cash balances in
determining the distributions paid to limited partners. As the cash flow
generated from operating and investing activities may exceed earnings,
distributions per Limited Partnership Unit may exceed net income per Limited
Partnership Unit. Distributions paid to limited partners have exceeded
limited partners' share of net income by $15.77, $7.43, $14.85 and $31.50 per
Unit in 1991, 1992, 1993 and 1994, respectively. This is because net income is
impacted by noncash charges which do not impact cash flow such as
depreciation, amortization and property writedowns.
The Partnership's investing activities over the past several years
have primarily consisted of funding improvements and replacements of
furniture, fixtures and equipment at its three hotel properties. During 1995,
the Partnership funded $418,000 of improvements and replacements at its hotel
properties. The Partnership is committed to complying with the requirements
of the Holiday Inn core modernization program at the Alpena and Petoskey
hotels and expects to fund improvements of approximately $400,000 in the
coming year. As a result of successful negotiations with Holiday Inn, no
significant improvements need to be made at the Livonia hotel in order to
comply with the core modernization plan. Since December 1995, the Partnership
has funded an addition of $1,700,000 at the AP Parts property in Toledo, Ohio
in consideration for increased rent. The Partnership has no current plans to
fund improvements at any other of its leased properties.
The Partnership's financing activities over the past several years
have consisted of utilizing operating cash flow to meet its distribution
objective and pay scheduled mortgage principal payments. During 1995, the
Partnership obtained an unsecured loan of $6,000,000 to pay off a balloon
payment obligation on the Stoody property. Subsequently the loan was
increased to $10,000,000 in connection with funding the prepayment of the
Anthony's mortgage loan at a discount. The loan, which matures in 1999, is a
recourse obligation of the Partnership that requires the Partnership to meet
certain financial covenants, limits the Partnership's ability to increase its
mortgage indebtedness above specified amounts and may also require the
Partnership to apply proceeds from the sale of properties to reduce the
outstanding balance of the loan. At December 31, 1995, the Partnership is in
compliance with its loan covenants. As noted, the Partnership used the
proceeds of a special lump sum payment to prepay the mortgage loan on the
Peerless property.
The Partnership has several balloon payments scheduled over the next
several years including payments of $2,220,000 and $1,500,000 on the mortgage
loans on the Motorola and Winn-Dixie Stores, Inc. properties in 1996 and
$3,398,000 and $2,588,000 on the Wal-Mart and Livonia hotel mortgage loans in
1997. In addition, there is a balloon payment scheduled in 1996 on the Folger
Adam mortgage loan. At December 31, 1995, the entire $1,912,000 balance on
the Folger Adam loan was subject to acceleration; however, the lender has not
given any notice of acceleration. The Partnership does not currently have the
cash necessary to pay all of these loans. Management believes the prospects
for refinancing these loans, other than the Folger Adam loan, are good as
these loans will remain subject to leases for a number of years or, in the
case of the hotel, generate substantial cash flow from operations. In the
event that a new lease is executed for the Folger Adam property, the prospects
for refinancing that loan would be significantly improved. There are
currently sufficient cash reserves to apply a portion of such reserves towards
balloon payments without affecting the Partnership's liquidity. In addition,
the Partnership currently could borrow against several of its unleveraged
properties, including the Peerless property, and still remain in compliance
with the covenants of the recourse loan. In the case of nonrecourse mortgage
financing which does not fully amortize over its term, the Partnership would
be responsible for the balloon payment required only to the extent of its
interest in the encumbered property because the holder of each such obligation
has recourse only to the property collateralizing such debt. In the event
that balloon payments come due, the Partnership's alternatives include seeking
to refinance the loans, restructuring the debt with the existing lenders,
evaluating its ability to satisfy the mortgages from existing cash reserves or
selling the property and using the sales proceeds to satisfy the mortgage
debt.
Kinney Shoe Corporation/Armel, Inc. and AP Parts have options
exercisable in 1996 to purchase their leased properties. In addition,
Anthony's and Wal-Mart have purchase options, exercisable in 1997. The
purchase options are all exercisable at the greater of (i) the Partnership's
cost of acquiring such properties, including improvements funded subsequent to
purchase, and any premium that would be incurred on paying off mortgage loans
on the properties or (ii) the fair market value of the properties as
encumbered by the lease. In the event that both options were exercised in
1996, the Partnership would receive net proceeds of no less than $12,256,000
(representing the minimum purchase amount, net of amounts necessary to pay off
mortgage loans on the properties) and annual cash flow would be reduced by
$1,363,000. If the two options
- 4 -
were exercised in 1997, the Partnership would receive net proceeds of no less
than $14,377,000 and annual cash flow would be reduced by $1,336,000.
Except for the three hotel properties, all of the properties are
currently leased to corporate tenants, all of which are subject to
environmental statutes and regulations regarding the discharge of hazardous
materials and any related remediation obligations. The Partnership normally
structures its leases to require tenants to comply with all laws. In
addition, substantially all of the Partnership's net leases include
indemnification provisions which require tenants to indemnify the Partnership
from all liabilities and losses related to their operations at the leased
properties. If the Partnership undertakes to clean up or remediate any of its
leased properties, the General Partners believe that in most cases the
Partnership will be entitled to full reimbursement from tenants for such
costs. Further, in the event that the Partnership either is responsible or
becomes responsible for such costs because of a tenant's failure to fulfill
its obligations the General Partners believe that the ultimate resolution of
the aforementioned environmental matters will not have a material adverse
effect on the Partnership's financial condition, liquidity or results of
operations.
In 1994, based on the results of Phase I environmental reviews
performed in 1993, the Partnership voluntarily conducted Phase II
environmental reviews on certain of its properties. The Partnership believes,
based on the results of such Phase I and Phase II reviews, that its properties
are in substantial compliance with Federal and state environmental statutes
and regulations. Portions of certain properties have been documented as
having a limited degree of contamination, principally in connection with
either leakage from underground storage tanks or surface spills from facility
activities. For those conditions which were identified, the Partnership
advised the affected tenant of the Phase II findings and of its obligation to
perform required remediation.
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards No. 121 - Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of ("SFAS
121"). Pursuant to SFAS 121, the Partnership assesses the recoverability of
its real estate assets, including residual interests, based on projections of
cash flows over the life of such assets. In the event that such cash flows
are insufficient, the assets are adjusted to their estimated net realizable
value. The adoption of SFAS 121 did not have a material effect of the
Partnership's financial condition or results of operations.
- 5 -
REPORT of INDEPENDENT ACCOUNTANTS
To the Partners of
Corporate Property Associates 6
- a California limited partnership
and Subsidiaries:
We have audited the accompanying consolidated balance sheets of
Corporate Property Associates 6 - a California limited partnership and
Subsidiaries as of December 31, 1994 and 1995, and the related consolidated
statements of income, partners' capital and cash flows for each of the three
years in the period ended December 31, 1995. We have also audited the
financial statement schedule included on pages 21 to 24 of this Form 10-K.
These financial statements and financial statement schedule are the
responsibility of the General Partners. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by the General Partners, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Corporate Property Associates 6 - a California limited partnership and
Subsidiaries as of December 31, 1994 and 1995, and the consolidated results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles. In addition, in our opinion, the Schedule of Real
Estate and Accumulated Depreciation as of December 31, 1995, when considered
in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the financial information required to be
included therein pursuant to Securities and Exchange Commission Regulation S-X
Rule 12-28.
/s/Coopers & Lybrand L.L.P.
New York, New York
March 22, 1996
- 6 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1994 and 1995
1994 1995
---- ----
ASSETS:
Real estate leased to others:
Accounted for under the
operating method:
Land $11,401,896 $11,401,896
Buildings 34,931,212 34,931,212
----------- -----------
46,333,108 46,333,108
Accumulated depreciation 9,489,233 10,653,598
----------- -----------
36,843,875 35,679,510
Net investment in direct financing leases 36,920,755 36,920,755
----------- -----------
Real estate leased to others 73,764,630 72,600,265
Operating real estate, net of accumulated depreciation of
$3,916,144 in 1994 and $ 4,276,790 in 1995 8,498,467 8,555,841
Cash and cash equivalents 4,412,869 3,476,915
Escrow funds 262,566 379,075
Accrued interest and rents receivable, net of reserve
for collected rent of $1,150,388 in 1994 and
$119,331 in 1995 79,510 28,251
Note receivable from affiliate 1,295,000 1,151,000
Deferred charges, net of accumulated amortization
of $588,227 in 1994 and $797,301 in 1995 1,403,286 1,476,532
Other assets 469,686 753,800
----------- -----------
Total assets $90,186,014 $88,421,679
=========== ===========
LIABILITIES:
Mortgage notes payable $51,433,354 $33,263,097
Note payable 10,000,000
Accrued interest payable 876,506 482,195
Escrow liabilities 221,900 221,900
Prepaid rental income 138,338 132,335
Accounts payable and accrued expenses 481,110 353,851
Accounts payable to affiliates 34,190 75,323
Deferred rental income 3,789,785
----------- -----------
Total liabilities 53,185,398 48,318,486
----------- -----------
Commitments and contingencies
PARTNERS' CAPITAL:
General Partners (345,685) (156,867)
Limited Partners (47,950 and 47,930 Limited
Partnership Units issued and outstanding
in 1994 and 1995) 37,346,301 40,260,060
----------- -----------
Total partners' capital 37,000,616 40,103,193
----------- -----------
Total liabilities and
partners' capital $90,186,014 $88,421,679
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 7 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of INCOME
For the years ended December 31, 1993, 1994 and 1995
1993 1994 1995
----------- ----------- -----------
Revenues:
Rental income $ 5,479,113 $ 5,464,931 $5,195,838
Interest income from
direct financing leases 5,226,931 5,251,979 5,814,312
Other interest income 362,391 377,800 332,480
Revenue of hotel operations 4,186,518 4,371,566 4,630,619
Other income 132,227 227,577 764,650
----------- ----------- ----------
15,387,180 15,693,853 16,737,899
----------- ----------- ----------
Expenses:
Interest expense 5,122,703 5,040,589 4,499,692
Depreciation 1,637,678 1,621,029 1,525,011
General and administrative 417,459 531,594 624,249
Operating expense of hotel
operations 3,275,810 3,296,063 3,596,408
Property expense 850,240 1,941,665 512,797
Amortization 162,982 163,748 209,074
----------- ----------- ----------
11,466,872 12,594,688 10,967,231
----------- ----------- ----------
Income before extraordinary gain 3,920,308 3,099,165 5,770,668
Extraordinary gain on extinguishment of debt 2,088,268
----------- ----------- ----------
Net income $ 3,920,308 $ 3,099,165 $7,858,936
=========== =========== ==========
Net income allocated to:
Individual General Partner $ 39,203 $ 30,991 $ 78,588
=========== =========== ==========
Corporate General Partner $ 196,015 $ 154,959 $ 392,948
=========== =========== ==========
Limited Partners $ 3,685,090 $ 2,913,215 $7,387,400
=========== =========== ==========
Net income per Unit
(47,950 Limited Partnership Units
outstanding Units outstanding in 1993
and 1994 and 47,935 weighted average
Limited Partnership Units in 1995)
Income before extraordinary gain $76.85 $60.76 $113.16
Extraordinary gain 40.95
----------- ----------- -----------
$76.85 $60.76 $154.11
=========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 8 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of PARTNERS' CAPITAL
For the years ended December 31, 1993, 1994 and 1995
Partners' Capital Accounts
----------------------------------------------------
Limited
Partners'
General Limited Amount Per
Total Partners Partners Unit (a)
------------ ----------- ------------ -----------
Balance, December 31, 1992 $39,362,057 $(206,822) $39,568,879 $824
Distributions (4,676,223) (279,208) (4,397,015) (92)
Net income, 1993 3,920,308 235,218 3,685,090 77
----------- --------- ----------- ----
Balance, December 31, 1993 38,606,142 (250,812) 38,856,954 809
Distributions (4,704,691) (280,823) (4,423,868) (92)
Net income, 1994 3,099,165 185,950 2,913,215 61
----------- --------- ----------- ----
Balance, December 31, 1994 37,000,616 (345,685) 37,346,301 778
Distributions (4,736,359) (282,718) (4,453,641) (93)
Purchase of Limited Partnership Units (20,000) (20,000)
Net income, 1995 7,858,936 471,536 7,387,400 154
----------- --------- ----------- ----
Balance, December 31, 1995 $40,103,193 $(156,867) $40,260,060 $839
=========== ========= =========== ====
(a) Based on weighted average Units issued and outstanding during all
periods.
The accompanying notes are an integral part of the consolidated financial
statements.
- 9 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS
For the years ended December 31, 1993, 1994 and 1995
1993 1994 1995
------------ ------------ -------------
Cash flows from operating activities:
Net income $ 3,920,308 $ 3,099,165 $ 7,858,936
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,800,660 1,784,777 1,734,085
Extraordinary gain on extinguishment of debt (2,088,268)
Restructuring fees received 3,800,000
Amortization of deferred rental income (10,215)
Note receivable received in connection with
bankruptcy settlement (172,414)
Net change in operating assets and liabilities (188,974) 382,808 (161,502)
----------- ----------- ------------
Net cash provided by operating activities 5,531,994 5,094,336 11,133,036
----------- ----------- ------------
Cash flows from investing activities:
Amounts received on partial prepayment of note
receivable from affiliate 144,000
Additional capitalized costs (174,698) (96,818) (418,020)
----------- ----------- ------------
Net cash used in investing activities (174,698) (96,818) (274,020)
----------- ----------- ------------
Cash flows from financing activities:
Distributions to partners (4,676,223) (4,704,691) (4,736,359)
Purchase of Limited Partner Units (20,000)
Proceeds from issuance of note payable 10,000,000
Prepayments of mortgage notes payable (1,379,312) (15,400,020)
Payments of mortgage principal (1,300,054) (1,331,466) (1,356,271)
Deferred financing costs 19,948 (13,070) (282,320)
----------- ----------- ------------
Net cash used in financing activities (7,335,641) (6,049,227) (11,794,970)
----------- ----------- ------------
Net decrease in cash and cash equivalents (1,978,345) (1,051,709) (935,954)
Cash and cash equivalents, beginning of year 7,442,923 5,464,578 4,412,869
----------- ----------- ------------
Cash and cash equivalents, end of year $ 5,464,578 $ 4,412,869 $ 3,476,915
=========== =========== ============
(Continued)
- 10 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS, Continued
For the years ended December 31, 1993, 1994 and 1995
Supplemental disclosure of financing activities:
During the year ended December 31, 1995, the Partnership recognized an
extraordinary gain on the extinguishment of debt.
Cash payment made in connection with satisfaction
of debt obligation $(5,440,000)
Direct costs of transaction (31,085)
Mortgage note payable balance at extinguishment 6,853,966
Accrued interest on mortgage debt at extinguishment 705,387
-----------
Extraordinary gain on extinguishment of debt $ 2,088,268
===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 11 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Consolidation:
----------------------
The consolidated financial statements include the accounts of Corporate
Property Associates 6, and two 99% owned subsidiaries, CPA(R)
Burnhaven Limited Partnership and CPA(R) Peerless Limited Partnership,
(collectively, the "Partnership").
Use of Estimates:
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates
Real Estate Leased to Others:
----------------------------
Real estate is leased to others on a net lease basis, whereby the tenant
is generally responsible for all operating expenses relating to the
property, including property taxes, insurance, maintenance, repairs,
renewals and betterments.
The Partnership diversifies its real estate investments among various
corporate tenants engaged in different industries and by property type
throughout the United States.
The leases are accounted for under either the direct financing or
operating methods. Such methods are described below:
Direct financing method - Leases accounted for under the direct
-----------------------
financing method are recorded at their net investment (Note 5).
Unearned income is deferred and amortized to income over the lease
terms so as to produce a constant periodic rate of return on the
Partnership's net investment in the lease.
Operating method - Real estate is recorded at cost, revenue is
----------------
recognized as rentals are earned and expenses (including
depreciation) are charged to operations as incurred.
Substantially all of the Partnership's leases provide for either
scheduled rent increases, periodic rent increases based on formulas
indexed to increases in the Consumer Price Index ("CPI") or sales
overrides.
Operating Real Estate:
---------------------
Land, buildings and personal property are carried at cost. Major
renewals and improvements are capitalized to the property accounts,
while replacements, maintenance and repairs which do not improve or
extend the lives of the respective assets are expensed currently.
Long-Lived Assets:
-----------------
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards No. 121 - Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of ("SFAS 121"). Pursuant to SFAS 121, the Partnership
assesses the recoverability of its real estate assets, including
residual interests, based on projections of cash flows over the life
of such assets. In the event that such cash flows are insufficient,
the
- 12 -
assets are adjusted to their estimated net realizable value. The
adoption of SFAS 121 did not have a material effect on the
Partership's financial condition or results of operations.
- 13 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
Depreciation:
------------
Depreciation is computed using the straight-line method over the
estimated useful lives of the components of the particular properties,
which range from 5 to 30 years.
Cash Equivalents:
----------------
The Partnership considers all short-term, highly liquid investments that
are both readily convertible to cash and have a maturity of generally
three months or less at the time of purchase to be cash equivalents.
Items classified as cash equivalents include commercial paper and
money market funds. Substantially all of the Partnership's cash and
cash equivalents at December 31, 1994 and 1995 were held in the
custody of three financial institutions.
Deferred Charges:
----------------
Deferred charges incurred in connection with mortgage note financings
are deferred and amortized on a straight-line basis over the terms of
the mortgages.
Income Taxes:
------------
A partnership is not liable for income taxes as each partner recognizes
his proportionate share of the partnership income or loss in his tax
return. Accordingly, no provision for income taxes is recognized for
financial statement purposes.
Deferred Rental Income:
----------------------
Deferred rental income recognized in connection with the amendment of
one of the Partnership's leases, is being amortized on a straight-line
basis from the date of the amendment through the end of the initial
term of the lease (15 1/2 years).
2. Partnership Agreement:
---------------------
The Partnership was organized on July 23, 1984 under the California
Revised Uniform Limited Partnership Act of the State of California for
the purpose of engaging in the business of investing in and leasing
industrial and commercial real estate. The Corporate General Partner
purchased 100 Limited Partnership Units in connection with the
Partnership's public offering. The Partnership will terminate on
December 31, 2004, or sooner, in accordance with the terms of the
Amended Agreement of Limited Partnership (the "Agreement").
The Agreement provides that the General Partners are allocated 6% (1% to
the Individual General Partner, William P. Carey, and 5% to the
Corporate General Partner, Carey Corporate Property, Inc. ("Carey
Property"), an affiliate of the General Partner), and the Limited
Partners are allocated 94% of the profits and losses as well as
distributions of Distributable Cash From Operations, as defined. The
partners are also entitled to receive net proceeds from the sale of
the Partnership properties as defined in the Agreement. The General
Partners may be entitled to incentive fees during the liquidation
stage of the Partnership. A division of W. P. Carey & Co., Inc. ("W.P.
- 14 -
Carey") is engaged in the real estate brokerage business. The
Partnership may sell properties through the division and pay
subordinated real estate commissions as provided in the Agreement.
3. Transactions with Related Parties:
---------------------------------
The Partnership holds its 35% interest in two hotel properties in Alpena
and Petoskey, Michigan and its 34.4828% ownership interest in a hotel
property in Livonia, Michigan as tenants-in-common with affiliates who
own the remaining interests. The Partnership's interests in the assets
and liabilities of the hotel properties are accounted for on a
proportional basis.
- 15 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Partnership holds a $1,151,000 note receivable made by Corporate
Property Associates 5 ("CPA(R):5"), an affiliate. The note bears
interest at the rate of 13.48% through August 1, 1999, at which time
the interest rate will reset to the Applicable Federal Rate (as
defined in the Internal Revenue Code of 1986) at that date. The note
matures on May 1, 2012, at which time the entire outstanding principal
balance will be due. Under certain circumstances, the principal
balance on the note may be reduced. During 1995, principal payments
of $144,000 were received from CPA(R):5.
Under the Agreement, W.P. Carey and other affiliates are entitled to
receive a property management fee and reimbursement of certain
expenses incurred in connection with the Partnership's operations.
General and administrative expense reimbursements consist primarily of
the actual cost of personnel needed in providing administrative
services necessary to the operation of the Partnership. Property
management fee and general and administrative expense reimbursements
are summarized as follows:
1993 1994 1995
-------- -------- ---------
Property management fee $105,395 $ 97,849 $156,629
General and administrative
expense reimbursements 111,474 154,562 152,795
-------- -------- --------
$216,869 $252,411 $309,424
======== ======== ========
During 1993, 1994 and 1995, fees aggregating $172,094, $96,539 and
$102,893 respectively, were incurred for legal services performed by a
firm in which the Secretary of W.P. Carey, Carey Property and other
affiliates is a partner.
The Partnership is a participant in an agreement with W.P. Carey and
other affiliates for the purpose of leasing office space used for the
administration of real estate entities and W.P. Carey and for sharing
the associated costs. Pursuant to the terms of the agreement, the
Partnership's share of rental, occupancy and leasehold improvement
costs is based on adjusted gross revenues as defined. Net expenses
incurred in 1993, 1994 and 1995 were $52,925, $61,327 and $94,719,
respectively. The increase in 1995 expense was due, in part, to
certain nonrecuring costs incurred in connection with the relocation
of the Partnership's offices.
4. Real Estate Leased to Others Accounted for Under the Operating Method and
-------------------------------------------------------------------------
Operating Real Estate:
---------------------
A. Real Estate Leased to Others:
----------------------------
The scheduled minimum future rentals, exclusive of renewals, under
noncancellable operating leases amount to approximately $4,944,000
in 1996, $4,950,000 in both 1997 and 1998, $5,033,000 in 1999,
$5,045,000 in 2000 and aggregate approximately $41,669,000 through
2011.
Contingent rents were approximately $262,000 in both 1993 and 1994 and
$171,000 in 1995.
B. Operating Real Estate:
---------------------
- 16 -
Operating real estate, at cost, is summarized as follows:
December 31,
------------------------
1994 1995
----------- -----------
Land $ 1,337,262 $ 1,337,262
Building 9,543,552 9,546,639
Personal property 1,533,797 1,948,730
----------- -----------
12,414,611 12,832,631
Less: Accumulated depreciation 3,916,144 4,276,790
----------- -----------
$ 8,498,467 $ 8,555,841
=========== ===========
- 17 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Net Investment in Direct Financing Leases:
-----------------------------------------
Net investment in direct financing leases is summarized as follows:
December 31,
--------------------------
1994 1995
------------ ------------
Minimum lease payments receivable $ 71,030,935 $ 66,850,664
Unguaranteed residual value 36,920,755 36,920,755
------------ ------------
107,951,690 103,771,419
Less, Unearned income 71,030,935 66,850,664
------------ ------------
$ 36,920,755 $ 36,920,755
============ ============
The scheduled minimum future rentals, exclusive of renewals, under
noncancellable financing leases amount to approximately $4,714,000 in
each of the years 1996 to 2000 and aggregate approximately $66,851,000
through the year 2011.
Contingent rents were approximately $551,000, $576,000 and $1,113,000 in
1993, 1994 and 1995, respectively.
6. Mortgage Notes Payable and Note Payable:
---------------------------------------
A. Mortgage notes payable, all of which are limited recourse obligations,
are collateralized by the assignment of various leases and by real
property with a carrying amount of approximately $62,051,000, before
accumulated depreciation. As of December 31, 1995, mortgage notes
payable bear interest at rates varying from 6.4% to 13% per annum and
mature from 1996 to 2015.
Scheduled principal payments, including mortgage notes subject to
acceleration, during each of the next five years following December
31, 1995 and thereafter are as follows:
Year Ending December 31,
---------------------------
1996 $ 6,964,705
1997 10,235,860
1998 9,454,945
1999 314,135
2000 339,717
Thereafter 5,953,735
-----------
Total $33,263,097
===========
B. The Partnership's $10,000,000 note payable requires quarterly payments
of interest only at the variable interest rate of the three-month
London Inter-Bank Offered Rate plus 4.25% per annum and is subject to
the following conditions: The Partnership must offer as a prepayment
to the lender the proceeds from the sale of any Partnership
properties; however, the lender may decline such proceeds. The
Partnership must maintain ratios of Free Operating Cash Flow, as
defined, to debt service on the loan ranging from 3.4:1 to 3:1 over
the life of the agreement and maintain a consolidated net worth and
appraised property values of $25,000,000, as adjusted. Under the
terms of the credit agreement, the Partnership also has agreed that
it may obtain new limited recourse debt on any of its properties only
for the purpose of refinancing existing mortgage debt. At December
31, 1995, the Partnership is in compliance with such terms. Total
mortgage indebtedness may not exceed $37,952,884 as adjusted for
subsequent
- 18 -
scheduled principal amortization on existing mortgage loans plus
closing costs on any new loans.
The $10,000,000 credit agreement loan is a recourse obligation of the
Partnership and matures on July 1, 1999. Except for the application
of proceeds from the sale of properties and other limited
circumstances, no loan prepayments may be made until January 1, 1999.
- 19 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
Interest paid was $5,422,029, $4,554,644 and $4,894,003 in 1993, 1994
and 1995, respectively.
7. Distributions to Partners:
--------------------------
Distributions are declared and paid to partners quarterly and are
summarized as follows:
Limited
Year Ending Distributions Paid Distributions Paid Partners' Per
December 31, to General Partners to Limited Partners Unit Amount
- ------------- ------------------- ------------------- -------------
1993 $279,208 $4,397,015 $91.70
======== ========== ======
1994 $280,823 $4,423,868 $92.26
======== ========== ======
1995 $282,718 $4,453,641 $92.91
======== ========== ======
Distributions of $66,660 to the General Partners and $1,138,338 to the
Limited Partners for the quarter ended December 31, 1995 were declared
and paid in January 1996.
8. Income for Federal Tax Purposes:
-------------------------------
Income for financial statement purposes differs from income for Federal
income tax purposes because of the difference in the treatment of
certain items for income tax purposes and financial statement
purposes. A reconciliation of accounting differences is as follows:
1993 1994 1995
------------ ------------ ------------
Net income per Statements of Income $ 3,920,308 $ 3,099,165 $ 7,858,936
Excess tax depreciation (2,121,960) (2,152,351) (2,289,920)
Difference in recognition of settlements 3,101,971
Other 293,439 209,489 (799,351)
----------- ----------- -----------
Income reported for Federal
income tax purposes $ 2,091,787 $ 1,156,303 $ 7,871,636
=========== =========== ===========
9. Industry Segment Information:
----------------------------
The Partnership's operations consist of the investment in and the
leasing of industrial and commercial real estate and its participation
in the operation of three hotels.
In 1993, 1994 and 1995, the Partnership earned its total leasing
revenues (rental income plus interest income from financing leases)
from the following lease obligors:
1993 % 1994 % 1995 %
----------- ------------ ----------- ------------ ----------- ---
Stoody Deloro Stellite, Inc. $1,711,322 16% $1,711,322 16% $2,147,046 19%
AP Parts Manufacturing
Company 1,526,387 14 1,526,387 14 1,526,387 14
AutoZone, Inc. 1,353,943 13 1,364,809 13 1,447,852 13
Peerless Chain Company 1,269,453 12 1,269,453 12 1,279,668 12
Anthony's Manufacturing
Company, Inc. 1,348,106 13 1,348,106 13 1,072,711 10
Wal-Mart Stores, Inc. 827,265 8 827,265 8
Kinney Shoe Corporation/Armel, Inc. 672,761 6 672,761 6 679,063 6
Folger Adam Company 565,908 5 565,908 5 599,259 5
Motorola, Inc. 500,000 4 500,000 5 500,000 5
Harcourt General Corporation 467,500 4 467,500 4 467,500 4
Lockheed Martin Corporation 293,000 3 293,000 3 293,000 3
Winn-Dixie Stores, Inc. 170,399 2 170,399 1 170,399 1
Pace Membership Warehouse, Inc. 827,265 8
----------- ------------ ----------- ------------ ------------ ---
$10,706,044 100% $10,716,910 100% $11,010,150 100%
=========== ============ =========== ============ ============ ===
- 20 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
Summarized operating results of the Partnership's share of the
operations of three hotels are:
1993 1994 1995
------------ ------------ ------------
Revenues $ 4,186,518 $ 4,371,566 $ 4,630,619
Fees paid to hotel management
company (78,381) (108,480) (94,948)
Other operating expenses (3,197,429) (3,187,583) (3,501,460)
----------- ----------- -----------
Partnership's interest in
earnings of hotel operations $ 910,708 $ 1,075,503 $ 1,034,211
=========== =========== ===========
10. Hotel Property in Livonia, Michigan:
-----------------------------------
On November 20, 1987, the Partnership and Corporate Property Associates
7 ("CPA(R):7"), an affiliate, purchased a Holiday Inn in Livonia,
Michigan with 34.4828% and 65.5172% interests, respectively, as
tenants-in-common and entered into a net lease with Brock Hotel
Corporation which subsequently changed its name to Integra - A Hotel
and Restaurant Company ("Integra"). Integra subsequently assigned its
interest in the lease to a wholly-owned subsidiary, Livonia Inn
Management, Inc. while Integra remained the guarantor of the lease.
As a result of Integra's financial condition, the subsidiary stopped
paying rent in May 1992 with Integra subsequently filing a voluntary
bankruptcy petition in July 1992. Both of these events were defaults
under the lease as well as the mortgage note collateralized by the
Livonia property. In August 1992, pursuant to a letter of agreement,
the Partnership and CPA(R):7 assumed control of the hotel operations.
In September 1993, the mortgage loan on the property of approximately
$12,000,000 (of which the Partnership's share was approximately
$4,138,000) was restructured. In consideration for a mortgage
principal payment of $4,000,000, the annual interest rate on the
mortgage loan was reduced from a fixed rate of 10.9% to the London
Inter-Bank Offering Rate ("LIBOR") plus 3.5% retroactively to June
1992, and the lender agreed not to accelerate the loan. The
Partnership advanced CPA(R):7's share of the mortgage prepayment and
was repaid in November 1993 for the advance. In connection with
providing the advance, the Partnership received $90,000 from CPA(R):7
based on a preferred return pursuant to a fairness opinion provided by
an independent investment banking firm.
On March 8, 1994, the Partnership and CPA(R):7, executed a settlement
agreement with the Hallwood Group, Inc. ("Hallwood Group"), Integra's
largest shareholder, under which the Partnership and CPA(R):7 agreed
to surrender a promissory note made by Hallwood Group, which had been
pledged by Integra to the Partnership and CPA(R):7 as additional
collateral to Integra's lease obligation, in exchange for $150,000 in
cash, a $500,000 promissory note from Hallwood Group and an equity
- 21 -
participation having a potential value of up to $500,000 from the
Hallwood Group. The $500,000 note bears interest at 8% per annum and
matures no later than March 8, 1998 and, subject to certain
conditions, is redeemable at an earlier date. The note is
collateralized by the Hallwood Group's pledge of 446,345 of its
limited partnership units of Hallwood Realty Partners, L.P. ("Hallwood
Realty"), a publicly traded limited partnership. The
- 22 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
pledged units represent 5.2% of all outstanding limited partnership
units of Hallwood Realty. Under the settlement agreement, the Hallwood
Group has the obligation to pay to the Partnership and CPA(R):7 an
amount equal to 25% of the increase in value of the Hallwood Realty
units up to $500,000, from March 1994 to the note maturity date. If
the price per unit increases to $9 or greater, the Partnership and
CPA(R):7 may, subject to certain restrictions, receive a payment from
the Hallwood Group representing the 25% appreciation of the pledged
units prior to the note maturity date. At December 31, 1995, the
pledged limited partnership units had a market value of $16.50 per
unit.
The Partnership's share of the cash proceeds and the note receivable of
$224,138 are included in other income in 1994.
12. Extraordinary Gain on Extinguishment of Debt:
--------------------------------------------
On May 24, 1995, the Partnership and Anthony's Manufacturing Company,
Inc. ("Anthony's") entered into a settlement agreement at which time
the Partnership withdrew its eviction suit against Anthony's. The
Partnership had filed the eviction notice because Anthony's had not
paid a scheduled monthly rent increase of $10,485 which had been
effective since March 1992 and had made only two monthly rental
payments since February 1994. In connection with the settlement
agreement, Anthony's made lump sum payments aggregating $1,550,000 in
settlement of a rent arrearage of $1,712,098. Of the $1,550,000
received $561,710 was applied to 1995 rents receivable for the period
from January 1, 1995 through May 31, 1995 with the remaining $988,290
applied to prior period rents, all of which had been included in the
Partnership's reserve for uncollected rents of $1,150,388 at December
31, 1994. Net of the legal costs of the settlement of $300,476, the
Partnership recognized $687,814 on the settlement which is included in
the accompanying consolidated financial statements as other income.
Under the settlement, the Partnership and Anthony's agreed to modify
the existing lease. Under the lease modification agreement, effective
June 1, 1995, Anthony's monthly rental payment decreased from $112,342
to $73,000 and the expiration of the initial term of the lease was
extended to May 2007 from February 2002. The amended lease also
provides for rental increases in June 1998, 2001 and 2005 with such
increase based on a formula indexed to increases in the CPI.
On May 24, 1995, the Partnership paid off and satisfied the mortgage
loan collateralized by the Anthony's properties. The lender accepted
payments aggregating $5,440,000 to satisfy an outstanding principal
balance of $6,853,966 and accrued interest thereon of $705,387. In
connection with the satisfaction of the debt, the Partnership
recognized an extraordinary gain on the extinguishment of debt of
$2,088,268, net of certain related legal costs. To pay off the
mortgage obligation, the Partnership used the $1,550,000 received from
Anthony's under the settlement agreement and obtained $4,000,000 from
the renegotiation of its credit agreement to $10,000,000 (see Note
6B).
- 23 -
13. Peerless Chain Property:
------------------------
In June 1986, the Partnership acquired a property in Winona, Minnesota
and entered into a lease with Peerless Chain Company with an initial
term of 25 years and three five-year renewal terms. In September
1989, in connection with the purchase of Peerless by Bridgewater
Resources Corporation ("Bridgewater"), the Partnership agreed to amend
the Peerless lease by modifying certain financial covenant provisions
in exchange for Bridewater's execution of a guaranty and suretyship
agreement under which Bridgewater unconditionally guaranteed the lease
obligations of Peerless.
- 24 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
On December 15, 1995, in connection with the sale of Peerless by
Bridgewater, the Partnership and Peerless agreed to amend the Peerless
lease. Pursuant to the amendment, the guaranty and suretyship
agreement was terminated, Peerless was granted an option to reduce
future rents, as described below, and certain of the lease's financial
covenants were modified. In agreeing to the modification of the
lease, the Partnership received $3,800,000 as a restructuring fee.
The Partnership has recorded the $3,800,000 as deferred rental income
and is amortizing such amount over the remaining 15 1/2 years of the
initial term of the Peerless lease.
Under the lease amendment, Peerless was granted an option which would
allow it to reduce all future scheduled rent increases from 100% of
the increase in the CPI at the applicable rent increase date to 50% of
such increase. In order for Peerless to exercise this option,
exercisable at any time prior to May 1, 1996, Peerless would be
required to pay the Partnership a one-time lump sum payment of
$1,300,000. A rent increase is scheduled for July 1996 and every five
years thereafter.
The Partnership used $3,344,872 of the proceeds from the lump sum
payment to prepay in its entirety the mortgage loan on the Peerless
property. The loan required monthly payments of principal and
interest of $43,447 and was scheduled to mature on July 1, 1996 at
which time a balloon payment of $3,255,375 would have been due.
14. Subsequent Events:
------------------
A. On January 25, 1996, the Partnership and AP Parts Manufacturing Company
("AP Parts") entered into a lease modification in connection with the
Partnership funding $1,700,000 of improvements to the AP Parts
property in Toledo, Ohio.
Under the lease modification agreement, the initial lease term has been
extended from December 31, 2001 to December 31, 2007 with AP Parts'
annual rent increasing by $216,850. The modification of the lease
also provides for two ten-year renewal terms followed by a five-year
renewal term at the option of the tenant.
In connection with funding the AP Parts improvements, the Partnership
refinanced an existing loan with an outstanding balance of $4,025,520
with a limited recourse mortgage loan of $6,000,000. The new loan
agreement provides for monthly payments of principal and interest of
$63,120 at the rate of 7.625% per annum and matures on February 1,
2001 at which time a balloon payment of $4,124,757 will be due. The
retired loan provided for monthly payments of principal and interest
of $73,096 at 9.5% per annum through January 1997 at which time a
balloon payment of $3,525,571 would have been due.
B. On February 8, 1996, Folger Adam Company ("Folger Adam"), the lessee of
the Partnership's property in Lemont, Illinois, filed a petition of
voluntary bankruptcy. As a result of filing the petition and failing
- 25 -
to pay its rents in a timely manner, the Partnership declared Folger
Adam in default under the lease. As a result of such default, the
Partnership's nonrecourse mortgage loan collateralized by the Folger
Adam property is also in default even though the Partnership has
continued to pay monthly debt service installments. As a result of
the defaults, the entire unpaid principal balance of the loan of
$1,912,188 is subject to acceleration by the lender; however, the
Partnership has not received any notice of acceleration from the
lender. In the event the loan is not accelerated, a balloon payment
for the entire outstanding principal balance is scheduled to be paid
in November 1996.
- 26 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Partnership is currently in discussions with a company which, in
March 1996, purchased Folger Adam's assets and operations. The
Partnership is attempting to execute a new lease with the company. It
is expected that the annual rental amount will be significantly lower
than the annual rental pursuant to the Folger Adam lease.
15. Environmental Matters:
---------------------
All of the Partnership's properties, other than the hotel properties,
are currently leased to corporate tenants, all of which are subject to
environmental statutes and regulations regarding the discharge of
hazardous materials and related remediation obligations. The
Partnership generally structures a lease to require the tenant to
comply with all laws. In addition, substantially all of the
Partnership's net leases include provisions which require tenants to
indemnify the Partnership from all liabilities and losses related to
their operations at the leased properties. The costs for remediation,
which are expected to be performed and paid by the affected tenant,
are not expected to be material. In the event that the Partnership
absorbs a portion of any costs because of a tenant's failure to
fulfill its obligations, the General Partners believe such
expenditures will not have a material adverse effect on the
Partnership's financial condition, liquidity or results of operations.
In 1994, based on the results of Phase I environmental reviews performed
in 1993, the Partnership voluntarily conducted Phase II environmental
reviews on various of its properties. The Partnership believes, based
on the results of such Phase I and Phase II reviews, that its
properties are in substantial compliance with Federal and state
environmental statutes and regulations. Portions of certain properties
have been documented as having a limited degree of contamination,
principally in connection with leakage from underground storage tanks
or surface spills. For those conditions which were identified, the
Partnership advised the affected tenant of the Phase II findings and
of its obligation to perform required remediation.
16. Disclosures About Fair Value of Financial Instruments:
-----------------------------------------------------
The carrying amounts of cash, receivables and accounts payable and
accrued expenses approximate fair value because of the short maturity
of these items.
The Partnership estimates that the fair value of mortgage notes payable
approximates the carrying amount of such mortgage notes at December
31, 1995. The fair value of debt instruments was evaluated using a
discounted cash flow with discount rates which take into account the
credit of the tenants and interest rate risk. The Partnership note
payable is a variable rate obligation indexed to the three-month
London Inter-Bank Offered Rate. Accordingly, the carrying amount of
the note payable approximates fair value as of December 31, 1995.
17. Funds in Escrow:
---------------
- 27 -
At December 31, 1994 and 1995, funds in escrow consisted of a debt
service escrow account on the Alpena and Petoskey hotel property
mortgage loans and furniture, fixture and equipment reserves for the
hotel operations as follows:
December 31,
------------
1994 1995
---- ----
Debt service escrow account $ 221,900 $221,900
Furniture, fixture and
equipment reserves 40,666 157,175
---------- --------
$ 262,566 $379,075
========== ========
- 28 -
CORPORATE PROPERTY
ASSOCIATES 6
- a California limited
partnership
and SUBSIDIARIES
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1995
Costs
Initial Cost to Capitalized
Partnership Personal Subsequent to
------------------------
Description Encumbrances Land Buildings Property Acquisition(a)
- --------------------------- ------------ ----------- ----------- ---------- -----------
Operating method:
Office facility leased
to Motorola, Inc. $ 2,310,436 $ 387,000 $ 3,981,000 $ 11,455
Land leased to
AutoZone, Inc. 3,505,952 4,189,757 (1,437)
Warehouse and
manufacturing
facility leased to
Martin Marietta
Corporation 398,475 2,590,092 26,491
Motion picture theatre
leased to Harcourt
General
Corporation 2,172,255 1,144,000 3,186,000 11,035
Warehouse and office
facility leased to
Kinney Shoe Corporation/
Armel, Inc. 511,065 1,360,935 3,899,415 8,000
Manufacturing facilities
leased to AP Parts
Manufacturing Company,
Inc. 4,040,893 443,500 11,256,500 5,000
Manufacturing facilities
leased to Anthony's
Manufacturing Company,
Inc. 3,200,000 8,300,000
Retail store leased to
Winn Dixie Stores, Inc. 1,500,000 276,600 1,631,560 27,730
----------- ----------- ----------- --------
$14,040,601 $11,400,267 $34,844,567 $ 88,274
=========== =========== =========== ========
Operating real estate (d):
Hotel properties located in
Alpena, Michigan $ 2,625,000 $ 73,500 $ 2,645,125 $ 259,875 $296,860
Petoskey, Michigan 2,625,000 184,450 2,526,125 267,925 207,529
Livonia, Michigan 2,645,900 1,079,312 4,279,315 779,311 233,304
----------- ----------- ----------- ---------- --------
$ 7,895,900 $ 1,337,262 $ 9,450,565 $1,307,111 $737,693
=========== =========== =========== ========== ========
Gross Amount at which Carried
at Close of Period (b)(c)(d)
------------------------------------
Personal Accumulated
Description Land Buildings Property Total Depreciation (c)(d)
----------- ---- --------- -------- ----- -------------------
Operating method:
Office facility leased
to Motorola, Inc. $ 387,000 $ 3,992,455 $ 4,379,455 $ 1,336,147
Land leased to
AutoZone, Inc. 4,188,320 4,188,320
Warehouse and
manufacturing
facility leased to
Martin Marietta
Corporation 401,541 2,613,517 3,015,058 837,892
Motion picture theatre
leased to Harcourt
General
Corporation 1,144,000 3,197,035 4,341,035 1,003,567
Warehouse and office
facility leased to
Kinney Shoe Corporation/
Armel, Inc. 1,360,935 3,907,415 5,268,350 1,210,224
Manufacturing facilities
leased to AP Parts
Manufacturing Company,
Inc. 443,500 11,261,500 11,705,000 3,387,533
Manufacturing facilities
leased to Anthony's
Manufacturing Company,
Inc. 3,200,000 8,300,000 11,500,000 2,448,334
Retail store leased to
Winn Dixie Stores, Inc. 276,600 1,659,290 1,935,890 429,901
----------- ----------- ----------- -----------
$11,401,896 $34,931,212 $46,333,108 $10,653,598
=========== =========== =========== ===========
Operating real estate (d):
Hotel properties located in
Alpena, Michigan $ 73,500 $ 2,645,125 $ 556,735 $ 3,275,360 $ 1,150,187
Petoskey, Michigan 184,450 2,526,125 475,454 3,186,029 1,123,986
Livonia, Michigan 1,079,312 4,375,389 916,541 6,371,242 2,002,617
----------- ----------- ---------- ----------- -----------
$ 1,337,262 $ 9,546,639 $1,948,730 $12,832,631 $ 4,276,790
=========== =========== ========== =========== ===========
See accompanying notes to Schedule.
- 29 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1995
Initial Cost To Costs
Partnership Capitalized
---------------------------------
Personal Subsequent to
Description Encumbrances Land Buildings Property Acquisition(a)
----------- ------------ ---- ----------- -------- --------------
Financing method:
Manufacturing and
warehouse facility
leased to Stoody
Deloro Stellite,
Inc. $2,615,000 $9,085,000
Manufacturing and office
facility leased to
Folger Adam Company $1,912,188 300,000 3,400,000
Retail stores leased to
AutoZone, Inc. 5,969,594 7,004,305 $11,200
Manufacturing facility
leased to Peerless
Chain Company 829,000 6,991,000
Retail and warehouse
facility leased to
Wal-Mart Stores, Inc., 3,444,814 1,467,000 5,208,000 10,250
---------- ---------- ----------- -------
$11,326,596 $5,211,000 $31,688,305 $21,450
=========== ========== =========== =======
Gross Amount at Which Carried
at Close of Period (b)
------------------------------------------------
Personal
Description Land Buildings Property Total Date Acquired
- ----------- ---- --------- -------- ----- -------------
Financing method:
Manufacturing and
warehouse facility
leased to Stoody
Deloro Stellite, February 14,
Inc. $11,700,000 1985
Manufacturing and office August 13,
facility leased to 1985
Folger Adam Company 3,700,000
Retail stores leased to January 17, 1986
AutoZone, Inc. 7,015,505 May 2, 1986
Manufacturing facility
leased to Peerless
Chain Company 7,820,000 June 18, 1986
Retail and warehouse
facility leased to
Wal-Mart Stores, Inc., 6,685,250 August 7, 1986
-----------
$36,920,755
===========
See accompanying notes to Schedule.
- 30 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES TO SCHEDULE of REAL ESTATE
and ACCUMULATED DEPRECIATION
(a) Consists of acquisition costs including legal fees, appraisal fees,
title costs and other related professional fees and purchase of
furniture, fixtures, equipment and improvements at the hotel
properties.
(b) At December 31, 1995, the aggregate cost of real estate owned for
Federal income tax purposes is $83,462,330.
(c)
Reconciliation of Real Estate Accounted
---------------------------------------
for Under the Operating Method
------------------------------
December 31,
----------------
1994 1995
---- ----
Balance at beginning and
close of year $46,333,108 $46,333,108
=========== ===========
Reconciliation of Accumulated Depreciation
------------------------------------------
December 31,
------------------------
1994 1995
----------- -----------
Balance at beginning
of period $8,324,868 $ 9,489,233
Depreciation expense for
the period 1,164,365 1,164,365
---------- -----------
Balance at close of period $9,489,233 $10,653,598
========== ===========
- 31 -
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES TO SCHEDULE of REAL ESTATE
and ACCUMULATED DEPRECIATION
(d) Reconciliation of Operating Real Estate
---------------------------------------
December 31,
----------------
1994 1995
---- ----
Balance at beginning
of period $12,317,793 $12,414,611
Additions during the period 96,818 418,020
----------- -----------
Balance at close of period $12,414,611 $12,832,631
=========== ===========
Reconciliation of Accumulated Depreciation
------------------------------------------
for Operating Real Estate
-------------------------
December 31,
----------------
1994 1995
---- ----
Balance at beginning
of period $3,459,480 $3,916,144
Depreciation expense for the period 456,664 360,646
---------- ----------
Balance at close of period $3,916,144 $4,276,790
========== ==========
- 32 -
PROPERTIES
- -------------------------------------------------------------------------------------------------
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- -------------------- -------------------------- ------------------ ------------------
STOODY DELORO Warehouse and Manu- Industry, Ownership of land
STELLITE, INC. facturing Facility California and building
FOLGER ADAM Manufacturing Lemont, Ownership of land
COMPANY Facility Illinois and building (1)
MOTOROLA, INC. Computer and Urbana, Ownership of land
Telecommunication Facility Illinois and building (1)
LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land
CORPORATION Manufacturing Facility Maryland and building
AUTOZONE, INC. Retail Stores - Charlotte, Lenoir, Ownership of land
36 locations Gastonia, and and buildings (1)
Statesville, North Carolina
Austin, Corpus
Christi-2, McAllen,
Nederland, Port
Arthur, San Antonio,
Victoria, Waco, Weslaco,
and West Orange, Texas
Bessemer, Birmingham,
Chickasaw, Decatur,
Mobile, Montgomery and
Phenix City, Alabama
Alton, Belleville,
Collinsville and
Wood River, Illinois
Columbus and Dalton,
Georgia
Baton Rouge, Lake
Charles-2 and West
Monroe, Louisiana
Breckenridge, Maplewood,
Overland and St. Louis, Missouri
- 33 -
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- --------- ---------------- -------- -----------------
(2) Hotel Petoskey and Ownership of 35% interest
- 2 locations Alpena, Michigan in land and buildings (1)
PEERLESS CHAIN Manufacturing Winona, Ownership of land
COMPANY Facility Minnesota and building
HARCOURT GENERAL Movie Theatre Burnsville, Ownership of land
CORPORATION Minnesota and building (1)
WAL-MART STORES, Retail/Warehouse West Mifflin, Ownership of land
INC. Facility Pennsylvania and building (1)
KINNEY SHOE Warehouse and Fort Lauderdale, Ownership of land
CORPORATION/ Office Facility Florida and building (1)
ARMEL, INC.
AP PARTS Manufacturing Toledo, Ohio Ownership of land
MANUFACTURING Facility - Pinconning, and buildings (1)
COMPANY 2 locations Michigan
ANTHONY'S Manufacturing/ San Fernando, Ownership of land
MANUFACTURING Warehouse and California and buildings
COMPANY, INC. Corporate
Headquarters
Facilities -
4 locations
(2) Hotel Livonia, Michigan Ownership of 34.4828%
interest in land
and building (1)
WINN DIXIE STORES, Supermarket Panama City, Ownership of land
INC. Florida and building (1)
(1) These properties are encumbered by mortgage notes payable.
(2) These properties are operated with affiliates.
- 34 -
MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED
UNITHOLDER MATTERS
------------------------------------------------------------------------------
Except for limited or sporadic transactions, there is no established
public trading market for the Limited Partnership Units of the Partnership.
As of December 31, 1995, there were 2,828 holders of record of the Limited
Partnership Units of the Partnership.
In accordance with the requirements of the Partnership's Amended
Agreement of Limited Partnership (the "Agreement") contained as Exhibit A to
the Prospectus, the Corporate General Partner expects to make quarterly
distributions of Distributable Cash From Operations as defined in the
Agreement. The following table shows the frequency and amount of
distributions paid per Unit since 1992:
Cash Distributions Paid Per Unit
--------------------------------
1993 1994 1995
--------- --------- ----------
First quarter $22.85 $23.03 $23.13
Second quarter 22.90 23.05 23.15
Third quarter 22.95 23.08 23.25
Fourth quarter 23.00 23.10 23.38
------ ------ ------
$91.70 $92.26 $92.91
====== ====== ======
REPORT ON FORM 10-K
------------------------------------------------------------------------------
The Corporate General Partner will supply to any owner of Limited
Partnership Units, upon written request and without charge, a copy of the
Annual Report on Form 10-K for the year ended December 31, 1995 as filed with
the Securities and Exchange Commission.
- 35 -
DIRECTORS AND SENIOR OFFICERS
------------------------------------------------------------------------------
The Partnership has no officers or directors. The senior officers and
directors of the Corporate General Partner are as follows:
William Polk Carey Chairman of the Board
Director
Francis J. Carey President
Director
George E. Stoddard Chairman of the Investment Committee
Director
Raymond S. Clark Chairman of the Executive Committee
Director
Madelon DeVoe Talley Vice Chairman of the Board
Director
Barclay G. Jones III Executive Vice President
Director
Lawrence R. Klein Chairman of the Economic Policy
Committee
Director
Claude Fernandez Executive Vice President
Chief Administrative Officer
Howard J. Altmann Senior Vice President
H. Augustus Carey Senior Vice President
John J. Park Senior Vice President
Treasurer
Debra E. Bigler First Vice President
Ted G. Lagried First Vice President
Anthony S. Mohl First Vice President
Michael D. Roberts First Vice President
Controller
The directors and senior officers of W. P. Carey & Co., Inc. are
substantially the same as above.
A description of the business experience of each officer and director of
the Corporate General Partner is set forth below:
William Polk Carey, Chairman and Chief Executive Officer, has been
active in lease financing since 1959 and a specialist in net leasing of
corporate real estate property since 1964. Before founding W.P. Carey & Co.,
Inc. ("W.P. Carey") in 1973, he served as Chairman of the Executive Committee
of Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real
Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers),
head of Real Estate and Private Placements, Director of Corporate Finance and
Vice Chairman of the Investment Banking Board of duPont Glore Forgan Inc. A
graduate of the University of Pennsylvania's Wharton School of Finance, Mr.
Carey is a Governor of the National Association of Real Estate Investment
Trusts (NAREIT). He also serves on the boards of The Johns Hopkins University
and its medical school, The James A. Baker III Institute for Public Policy at
Rice University, and other educational and philanthropic institutions. He
founded the Visiting Committee to the Economics Department of the University
of Pennsylvania and co-founded with Dr. Lawrence R. Klein the Economics
Research Institute at that university.
- 36 -
Francis J. Carey was elected President and a Managing Director of
W.P. Carey in April 1987, having served as a Director since its founding in
1973. He served as a member of the Executive Committee and Board of Managers
of the Western Savings Bank of Philadelphia from 1972 until its takeover by
another bank in 1982 and is former chairman of the Real Property, Probate and
Trust Section of the Pennsylvania Bar Association. Mr. Carey served as a
member of the Board of Overseers of the School of Arts and Sciences of the
University of Pennsylvania from 1983 through 1990 and has served as a member
of the Board of Trustees of the Investment Program Association since 1990.
From April 1987 until August 1992, he served as counsel to Reed Smith Shaw &
McClay, counsel for Registrant, the General Partners, the CPA(R) Partnerships
and W.P. Carey and some of its affiliates. A real estate lawyer of more than
30 years' experience, he holds A.B. and J.D. degrees from the University of
Pennsylvania.
George E. Stoddard, Chief Investment Officer, was until 1979 head of
the bond department of The Equitable Life Assurance Society of the United
States, with responsibility for all activities related to Equitable's
portfolio of corporate investments acquired through direct negotiation. Mr.
Stoddard was associated with Equitable for over 30 years. He holds an A.B.
degree from Brigham Young University, an M.B.A. from Harvard Business School
and an LL.B. from Fordham University Law School.
Raymond S. Clark is former President and Chief Executive Officer of
the Canton Company of Baltimore and the Canton Railroad Company. A graduate
of Harvard College and Yale Law School, he is presently a Director and
Chairman of the Executive Committee of W.P. Carey and served as Chairman of
the Board of W.P. Carey from its founding in 1973 until 1982. He is past
Chairman of the Maryland Industrial Development Financing Authority.
Madelon DeVoe Talley, Vice Chairman, is a member of the New York
State Controller's Investment Committee, a Commissioner of the Port Authority
of New York and New Jersey, former CIO of New York State Common Retirement
Fund and New York State Teachers Retirement System. She also served as a
managing director of Rothschild, Inc. and as the President of its asset
management division. Besides her duties at W.P. Carey, Mrs. Talley is also a
former Governor of the N.A.S.D. and is a director of Biocraft Laboratories, a
New York Stock Exchange company. She is an alumna of Sarah Lawrence College
and the graduate school of International Affairs at Columbia University.
Barclay G. Jones III, Executive Vice President, Managing Director,
and co-head of the Investment Department. Mr. Jones joined W.P. Carey as
Assistant to the President in July 1982 after his graduation from the Wharton
School of the University of Pennsylvania, where he majored in Finance and
Economics. He was elected to the Board of Directors of W.P. Carey in April
1992. Mr. Jones is also a Director of the Wharton Business School Club of New
York.
Lawrence R. Klein, Chairman of the Economic Policy Committee since
1984, is Benjamin Franklin Professor of Economics Emeritus at the University
of Pennsylvania, having joined the faculty of Economics and the Wharton School
in 1958. He holds earned degrees from the University of California at
Berkeley and Massachusetts Institute of Technology and has been awarded the
Nobel Prize in Economics as well as over 20 honorary degrees. Founder of
Wharton Econometric Forecasting Associates, Inc., Dr. Klein has been counselor
to various corporations, governments, and government agencies including the
Federal Reserve Board and the President's Council of Economic Advisers.
Claude Fernandez, Chief Administrative Officer, Managing Director,
and Executive Vice President, joined W.P. Carey in 1983. Previously
associated with Coldwell Banker, Inc. for two years and with Arthur Andersen &
Co., he is a Certified Public Accountant. Mr. Fernandez received his B.S.
degree in Accounting from New York University in 1975 and his M.B.A. in
Finance from Columbia University Graduate School of Business in 1981.
Howard J. Altmann, Senior Vice President, Investment Department,
joined W.P. Carey in August 1990. He was a securities analyst at Goldman
Sachs & Co. for the retail industry from 1986 to 1988. Mr. Altmann received
his undergraduate degree in economics and finance from McGill University and
his M.B.A. from the Stanford University Graduate School of Business.
- 37 -
H. Augustus Carey, Senior Vice President, returned to W.P. Carey in
1988. Mr. Carey previously worked for W.P. Carey from 1979 to 1981 as
Assistant to the President. Prior to rejoining W.P. Carey, Mr. Carey served
as a loan officer of the North American Department of Kleinwort Benson Limited
in London, England. He received an A.B. from Amherst College in 1979 and an
M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is a
trustee of the Oxford Management Centre Associates Council.
John J. Park, Senior Vice President and Treasurer, joined W.P. Carey
as an Investment Analyst in December 1987. Mr. Park received his
undergraduate degree from Massachusetts Institute of Technology and his M.B.A.
in Finance from New York University.
Debra E. Bigler, First Vice President, joined W.P. Carey in 1989 as
an assistant marketing director, rising to her present position where she
bears responsibility for investor services throughout the southern United
States. She was previously employed by E. F. Hutton & Company for nine years
where she began as a Marketing Associate in Private Placement, Sales and
Marketing and was then promoted to Regional Director.
Ted G. Lagreid, First Vice President, joined W.P. Carey in 1994 and
is regional director responsible for investor services in the western United
States. Prior to joining the firm, he was a Vice President with Shurgard
Capital Group, then for Sun America where he was an executive in its mutual
funds group. He earned an A.B. from the University of Washington, received an
M.P.A. from the University of Puget Sound and then spent eight years in the
city of Seattle's Office of Management and Budget and Department of Community
Development. Mr. Lagreid was a commissioner of the City of Oakland,
California, serving on its Community and Economic Advisory Commission.
Anthony S. Mohl, First Vice President, Director of Portfolio
Management, joined W.P. Carey as Assistant to the President after receiving
his M.B.A. from the Columbia University Graduate School of Business. Mr. Mohl
was employed as an analyst in the strategic planning group at Kurt Salmon
Associates after receiving an undergraduate degree from Wesleyan University.
Michael D. Roberts joined W. P. Carey as a Second Vice President and
Assistant Controller in April 1989 and is currently First Vice President and
Controller. Prior to joining W.P. Carey, Mr. Roberts was employed by Coopers
& Lybrand, where he attained the title of audit manager. A certified public
accountant, Mr. Roberts received a B.A. from Brandeis University and an M.B.A.
from Northeastern University.
- 38 -