CORPORATE PROPERTY ASSOCIATES 14 INC, 424B3, 1999-06-17

CORPORATE PROPERTY ASSOCIATES 14 INC
424B3, 1999-06-17
REAL ESTATE INVESTMENT TRUSTS

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-31437

CPA LOGO
WPCAREY LOGO

CORPORATE PROPERTY ASSOCIATES 14
INCORPORATED
30,000,000 shares
$10.00 per share
Minimum Investment:
250 Shares, 200 shares for IRAs and Keogh Plans
(Minimum Investment may be higher in certain states)

Corporate Property Associates 14 Incorporated is a real estate investment
trust. We own 10 properties located in seven states leased to 10 tenants. We are
focused on investing in and owning net leased industrial and commercial real
property. This prospectus describes an investment in the shares of CPA(R):14.
Carey Property Advisors L.P. manages our business.

We are offering and selling 30,000,000 shares of common stock with this
prospectus for $10 each. You must purchase at least 250 shares for $2,500,
except in special circumstances described in this prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR A DISCUSSION OF certain FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE COMMON STOCK BEING SOLD WITH
THIS PROSPECTUS.

In particular, you should consider the following risks:

-- The value of the properties we own may go down, sometimes due to a
bankruptcy of one or more of our tenants or for other reasons.

-- The amount of any distributions we make may be reduced.

-- It is likely that if you have to sell your shares soon after you buy
them, you will have to sell them for less than $10 per share.

-- Carey Property Advisors may be subject to some conflicts of interest
in managing our business which could affect the distributions you
receive and the fees received by Carey Property Advisors.

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PUBLIC SELLING PROCEEDS TO
PRICE COMMISSIONS CPA(R):14
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<S> <C> <C> <C>
Per Share..................................... $ 10.00 $ 0.65 $ 9.35
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Total......................................... $300,000,000 $19,500,000 $280,500,000
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</TABLE>

-- The sales agent, Carey Financial Corporation, is our affiliate. Carey
Financial will receive selling commissions of up to 6.5% on the sale
of shares. The other broker-dealers it selects to participate in this
offering will be paid selling commissions of up to 6.0% on their sale
of shares out of the 6.5% received by Carey Financial.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

PROJECTIONS AND FORECASTS CANNOT BE USED IN THIS OFFERING. NO ONE IS
PERMITTED TO MAKE ANY WRITTEN OR ORAL PREDICTIONS ABOUT HOW MUCH CASH YOU WILL
RECEIVE FROM YOUR INVESTMENT OR THE TAX BENEFITS THAT YOU MAY RECEIVE.

The money from the sale of shares will be promptly deposited into an
interest bearing escrow account at The United States Trust Company of New York.
The interest earned in this account will be paid to investors. Money will be
transferred from the escrow account to us from time to time, generally
quarterly. Investors who have purchased shares will become shareholders when
their funds are transferred from the escrow account to our account. We may sell
our shares until they have all been sold, unless we decide to stop selling them
sooner.

CAREY FINANCIAL CORPORATION
This prospectus is dated June 1, 1999
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TABLE OF CONTENTS

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PAGE
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<S> <C>
Prospectus Summary.......................................... 8
Risk Factors................................................ 13
We are subject to general real estate ownership
risks................................................. 13
We may have difficulty selling or re-leasing our
properties............................................ 13
We are dependent on tenants for our revenue............ 13
The bankruptcy of tenants would cause of reduction in
revenue............................................... 13
Our tenants that are highly leveraged may be unable to
pay rent.............................................. 14
It will be difficult to sell shares.................... 14
Our success will be dependent on the performance of
Carey Property Advisors............................... 14
Carey Property Advisors may be subject to conflicts of
interest.............................................. 14
Liability for uninsured losses could adversely affect
our financial conditions.............................. 15
Potential liability for environmental matters could
adversely affect our financial condition.............. 15
Our use of debt to finance acquisitions could adversely
affect our cash flow.................................. 15
Failure to qualify as a REIT could adversely affect our
operations and ability to make distributions.......... 16
A limit on the number of shares a person may own may
discourage a takeover................................. 16
Maryland law could restrict change in control.......... 16
Our participation in joint ventures creates additional
risk.................................................. 17
Special considerations for pension or profit-sharing
trusts, Keoghs or IRAs................................ 17
Our systems and our tenant's systems may not be Year
2000 compliant........................................ 17
International investments involve additional risks..... 18
Suitability Standards....................................... 18
Estimated Use of Proceeds................................... 20
Management Compensation..................................... 22
Conflicts of Interest....................................... 30
Prior Offerings by Affiliates............................... 34
Management.................................................. 40
Directors and Executive Officers of CPA(R):14.......... 42
Carey Property Advisors................................ 45
Directors and Principal Officers of Carey Fiduciary
Advisors.............................................. 45
Shareholdings.......................................... 48
Management Decisions................................... 48
Limited Liability and Indemnification of Directors,
Officers, Employees and Other Agents.................. 48
Advisory Agreement..................................... 49
Investment Procedures, Objectives and Policies.............. 52
Investment Procedures.................................. 52
Investment Objectives.................................. 54
Types of Investments................................... 55
Investments in Loans................................... 56
Joint Ventures and Wholly-Owned Subsidiaries........... 56
Other Investments...................................... 57
Use of Borrowing....................................... 59
Other Investment Policies.............................. 60
Investment Limitations................................. 62
Change in Investment Objectives and Limitations........ 63
Holders of Shares of the Company............................ 63
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 63
Overview............................................... 63
Financial Condition.................................... 64
Results of Operations.................................. 66
Distributions............................................... 68
Description of the Properties............................... 68
Advanced Micro Devices, Inc............................ 69
Contraves Brashear Systems, L.P........................ 70
</TABLE>

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<TABLE>
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PAGE
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<S> <C>
Best Buy Co. Inc....................................... 70
Etec Systems, Inc...................................... 71
Metagenics Incorporated................................ 72
Burlington Motor Carriers Inc.......................... 72
The Benjamin Ansehl Co................................. 73
Intesys Technologies, Inc.............................. 73
CompuCom Systems, Inc.................................. 74
Production Resources Group, L.L.P...................... 74
Warrants............................................... 75
Acquisition Fees....................................... 75
United States Federal Income Tax Considerations............. 75
Opinion of Counsel..................................... 75
Requirements for Qualification......................... 76
Election to Retain Our Long-Term Capital Gains......... 80
Deficiency Distributions............................... 80
Failure to Qualify as a REIT........................... 81
Sale-Leaseback Transactions............................ 81
Taxation of Domestic Shareholders...................... 81
Treatment of Tax-Exempt Shareholders................... 83
Special Tax Considerations for Foreign Shareholders.... 83
Information Reporting Requirements and Backup
Withholding Tax For Domestic Shareholders............. 85
Backup Withholding Tax for Foreign Shareholders........ 85
Statement of Stock Ownership........................... 85
State and Local Tax.................................... 85
ERISA Considerations........................................ 86
Plan Assets............................................ 86
Other Prohibited Transactions.......................... 88
Investment in Escrow Account........................... 88
Annual Valuation....................................... 88
Description of Shares....................................... 89
General Description of Shares.......................... 89
Meetings and Special Voting Requirements............... 90
Restriction on Ownership of Shares..................... 91
Distributions.......................................... 92
Repurchase of Excess Shares............................ 92
Redemption of Shares................................... 92
Restrictions on Roll-up Transaction.................... 94
Transfer Agent......................................... 95
The Offering................................................ 95
Escrow Arrangements.................................... 98
Reports to Shareholders..................................... 98
Legal Opinions.............................................. 99
Experts..................................................... 99
Sales Literature............................................ 99
Further Information......................................... 99
</TABLE>

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QUESTIONS AND ANSWERS ABOUT
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED'S
PUBLIC OFFERING

Q: WHAT IS CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED?

A: CPA(R):14 is a real estate investment trust, or a REIT, that was formed in
1997 to acquire commercial and industrial properties and lease them on a
long-term, triple-net basis.

Q: WHAT IS A REIT?

A: In general, a REIT is a company that:

-- combines the capital of many investors to acquire or provide financing
for real estate;

-- offers benefits of a diversified real estate portfolio under
professional management;

-- must pay distributions to investors of at least 95% of its taxable
income; and

-- typically is not subject to federal corporate income taxes on its net
income, provided certain income taxes requirements are satisfied. This
treatment substantially eliminates the "double taxation" (at both the
corporate and shareholder levels) that generally results from
investments in a corporation.

Q: WHAT KIND OF OFFERING IS THIS?

A: We are offering up to 30,000,000 shares of common stock on a "best efforts"
basis. As of April 30, 1999, we have sold 16,028,173 shares.

Q: HOW DOES A "BEST EFFORTS" OFFERING WORK?

A: When shares are offered to the public on a "best efforts" basis, we are not
guaranteeing that any minimum number of shares will be sold. If you choose
to purchase stock in this offering, you will fill out a Subscription
Agreement, like the one attached to this prospectus as Exhibit B, for a
specific number of shares and pay for the shares at the time you subscribe.
The purchase price will be placed into escrow with United States Trust
Company of New York. United States Trust Company will hold your funds, along
with those of other subscribers, in an interest-bearing account until the
time you are admitted by us as a shareholder. Interest earned on your money
held in escrow will be distributed to you soon after you become a
shareholder. Generally, we admit shareholders on a quarterly basis.

Q: HOW LONG WILL THE OFFERING LAST?

A: The offering will not last beyond November 21, 1999.

Q: WHO CAN BUY SHARES?

A: Anyone who receives this prospectus can buy shares provided that they have a
net worth of at least $45,000 and an annual gross income of at least
$45,000; or, a net worth of at least $150,000. For this purpose, net worth
does not include your home, your home furnishings and personal automobiles.
The purchaser of shares given as a gift must satisfy the suitability
requirements but the gift recipient is not required to satisfy the
suitability standards. These minimum levels may vary from state to state, so
you should carefully read the more detailed description in the "Suitability
Standards" section of this prospectus.

Q: IS THERE ANY MINIMUM INVESTMENT REQUIRED?

A: Yes. Generally, individuals must invest at least $2,500 and IRA, Keogh or
other qualified plans must invest at least $2,000. Investors who already own
shares can make additional purchases for less than the minimum investment.
These minimum investment levels may vary from state to state, so you should
carefully read the more detailed description of the minimum investment
requirements appearing later in the "Suitability Standards" section of this
prospectus.
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Q: AFTER I SUBSCRIBE FOR SHARES, CAN I CHANGE MY MIND AND WITHDRAW MY MONEY?

A: Once you have subscribed for shares and your money has been deposited with
The United States Trust Company of New York, your subscription may not be
withdrawn, unless we permit you to revoke your subscription.

Q: IF I BUY SHARES IN THE OFFERING, HOW CAN I SELL THEM?

A: At the time you purchase them, the shares will not be listed for trading on
any national securities exchange or over-the-counter market. In fact, we
expect that there will not be any public market for the shares when you
purchase them, and we cannot be sure if one will ever develop. As a result,
you may find that it is difficult to sell your shares and realize a return
on your investment.

If we have not listed the shares on a national securities exchange or
over-the-counter market beginning five to ten years after the proceeds from
this offering are fully invested, market conditions permitting, we plan to
sell the properties and other assets and return the proceeds from these
sales to our shareholders through distributions.

Beginning one year after you purchase your shares, provided we have
sufficient funds available, you may request that we redeem your shares. The
redemption procedures are described in the "Description of
Shares -- Redemption of Shares" section of this prospectus. The redemption
will be subject to a surrender charge.

Q: WHAT WILL YOU DO WITH THE PROCEEDS FROM THIS OFFERING?

A: We plan to use approximately 86% of the proceeds from this offering to
purchase properties and approximately 14% for working capital, to pay fees
and expenses of this offering and for acquisition-related expenses. The
payment of these fees will not reduce your invested capital. Your initial
invested capital amount will be $10 per share.

Until we invest the proceeds of this offering in real estate, we will invest
them in short-term, highly liquid investments. These short-term investments
will not earn as high a return as we expect to earn on our real estate
investments, and we cannot know how long it will be before we will be able
to fully invest the proceeds in real estate. We intend to invest or commit
to investment substantially all of the money raised in this offering within
two years of the close of the offering, subject to market conditions.

As of April 30, we have received approximately $160,382,000 in gross
offering proceeds, of which approximately $137,842,000 was or is expected to
be invested in properties.

Q: WHAT ARE THE TERMS OF YOUR LEASES?

A: Generally, the leases we have entered into to date, and the leases we expect
to enter into in the future, are long-term (meaning generally 10 to 20
years, plus renewal options for an additional 10 to 20 years), "triple-net"
leases. "Triple-net" means that the tenant, not CPA(R):14, is responsible
for repairs, maintenance, property taxes, utilities and insurance. Under our
leases, the tenant must pay us minimum rent on a regular basis. In addition,
our leases usually require the tenant to pay rent increases tied to an index
like the Consumer Price Index at specified times during the term of the
lease or some percentage of sales at the property over an agreed-upon base.
We may enter into leases where we have responsibility for replacement of
specific parts of a property like a roof or parking lot. We do not expect
that these leases will make up a significant portion of the portfolio.

Q: HOW WELL HAVE CPA(R):14'S INVESTMENTS DONE SO FAR?

A: As of the date of this prospectus, we have purchased ten properties. These
purchases were made between June 1998 and March 1999. To date, all scheduled
rent payments have been received. Carey Property Advisors, our manager, and
its affiliates have been managing entities like CPA(R):14 since 1979. The
performance of these entities is fully described in this prospectus and its
appendices.

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Q: WHAT IS THE EXPERIENCE OF CPA(R):14'S OFFICERS AND DIRECTORS?

A: Our management team has extensive previous experience investing in real
estate and triple net leases. Our directors and investment committee members
are listed below.

Directors

-- William P. Carey -- founded W. P. Carey & Co., Inc. in 1973 and has
been involved in net leasing since 1959.

-- George E. Stoddard -- formerly responsible for direct corporate
investment at The Equitable Life Assurance Society.

-- William Ruder -- principal in a public relations firm since 1948.

-- Charles C. Townsend -- former Chairman of Morgan Stanley Realty
Corporation

-- Warren G. Wintrub -- former partner at Coopers & Lybrand L.L.P., now
PricewaterhouseCoopers LLP

-- Thomas E. Zacharias -- a Senior Vice President with Lend Lease
Development U.S.

Investment Committee

In addition to Mr. Stoddard, who serves as Chairman, the following
individuals serve on the investment committee of Carey Property Advisors:

-- Frank J. Hoenemeyer -- formerly Vice Chairman, Director and Chief
Investment Officer of Prudential Insurance Company of America

-- Nathaniel S. Coolidge -- formerly Senior Vice President -- Head of
Bond Corporate Finance Department of the John Hancock Mutual Life
Insurance Company.

-- Dr. Lawrence R. Klein -- an alternate member, won the Nobel Prize in
Economics in 1980.

Q: HOW WILL YOU CHOOSE WHICH INVESTMENTS TO MAKE?

A: Carey Property Advisors is our advisor and generally has the authority to
make all of our investment decisions. Carey Property Advisors' investment
committee must approve all acquisitions. Members of the investment committee
have over 130 years of combined experience in evaluating credit, an
important element in a long-term net lease transaction.

Q: IS CAREY PROPERTY ADVISORS INDEPENDENT OF CPA(R):14?

A: No. Some of our officers and directors are officers and directors of Carey
Property Advisors. The conflicts of interest CPA(R):14 and Carey Property
Advisors face are discussed under the heading "Conflicts of Interest" later
in this prospectus.

Q: IF I BUY SHARES, WILL I RECEIVE DISTRIBUTIONS?

A: We have made and intend to continue to make quarterly distributions to our
shareholders. The amount of each distribution is determined by the board of
directors and typically depends on the amount of distributable funds,
current and projected cash requirements, tax considerations and other
factors. However, in order to remain qualified as a REIT, we must make
distributions of at least 95% of our REIT taxable income each year.

Historically, we have paid cash distributions every quarter since our
operations commenced. Our quarterly distribution in April, 1999 was $0.1625
per share.

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Q: ARE DISTRIBUTIONS I RECEIVE TAXABLE?

A: Yes. Generally, distributions that you receive will be considered ordinary
income to the extent they are from current and accumulated earnings and
profits. In addition, because depreciation expense reduces taxable income
but does not reduce cash available for distribution, we expect a portion of
your distributions will be considered a return of capital for tax purposes.
These amounts will not be subject to tax immediately but will instead reduce
the tax basis of your investment. This in effect defers a portion of your
tax until your investment is sold or CPA(R):14 is liquidated, at which time
you will be taxed at the capital gains rate. However, because each
investor's tax considerations are different, we suggest you consult with
your tax advisor. You should also review the section of the prospectus
entitled "United States Federal Income Tax Aspects."

Q: WILL I BE NOTIFIED ABOUT HOW MY INVESTMENT IS DOING?

A: You will receive periodic updates on the performance of your investment in
CPA(R):14, including:

- Four quarterly distribution reports

- Three quarterly financial reports

- An annual report

- A Form 1099 report

Q: WHEN WILL I GET MY TAX INFORMATION?

A: Your 1099 tax information will be mailed by January 31 of each year.

Q: WHO IS THE TRANSFER AGENT FOR CPA(R):14?

A: Resource Phoenix(R)
2401 Kerner Boulevard
San Rafael, CA 94901-5529
1-888-241-3737

To ensure that any account changes are made promptly and accurately, all
changes including shareholder address, ownership type and distribution mailing
address should be directed to the transfer agent.

WHO CAN HELP ANSWER YOUR QUESTIONS?
If you have more questions about the offering or
if you would like additional copies of this prospectus,
you should contact your registered representative or:

CPA(R):14 ANSWER LINE
Carey Financial Corporation
50 Rockefeller Plaza
New York, NY 10020
(800) WP CAREY
[email protected]

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PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. It may not
include all of the information that is important to you. To understand this
offering fully, you should read the entire prospectus carefully, including the
risk factors and the financial statements.

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED

Corporate Property Associates 14 Incorporated is a REIT that owns net
leased industrial and commercial property. We own 10 properties in seven states
leased to 10 tenants. Our office is at 50 Rockefeller Plaza, New York, NY. Our
phone number is (212) 492-1100. We refer to Corporate Property Associates 14
Incorporated as CPA(R):14 in this prospectus.

THE ADVISOR

Carey Property Advisors L.P. is our advisor. They are responsible for
managing CPA(R):14 on a day-to-day basis. They are also responsible for
identifying and making acquisitions on our behalf. Carey Property Advisors L.P.
is referred to as Carey Property Advisors in this prospectus.

OUR REIT STATUS

As a REIT, we generally are not subject to federal income tax on income
that we distribute to our shareholders. Under the Internal Revenue Code, REITs
are subject to numerous organizational and operational requirements, including a
requirement that they distribute at least 95% of their taxable income, as
calculated on an annual basis. If we fail to qualify for taxation as a REIT in
any year, our income will be taxed at regular corporate rates, and we may not be
able to qualify for treatment as a REIT for that year and the next four years.
Even if we qualify as a REIT for federal income tax purposes, we may be subject
to federal, state and local taxes on our income and property and to federal
income and excise taxes on our undistributed income.

OUR MANAGEMENT

We have retained Carey Property Advisors to provide us with management,
acquisition, advisory and administrative services. The six members of our board
of directors oversee the management of CPA(R):14. Four of the directors are
independent of Carey Property Advisors and have responsibility for reviewing its
performance. The directors are elected annually by the shareholders.

All investment decisions made by Carey Property Advisors must be approved
unanimously by Carey Property Advisors' investment committee. The following
people serve on the investment committee:

-- George E. Stoddard, Chairman, was formerly responsible for the $33
billion in direct corporate investments of The Equitable Life
Assurance Society of the United States;

-- Frank J. Hoenemeyer, Vice Chairman, was formerly Vice-Chairman,
Director and Chief Investment Officer of the Prudential Insurance
Company of America and had responsibility for Prudential's $100
billion investment portfolio;

-- Nathaniel S. Coolidge was Senior Vice President -- head of Bond and
Corporate Finance Department of the John Hancock Mutual Life Insurance
Company where his responsibilities included overseeing $21 billion of
fixed income investments;

-- Dr. Lawrence R. Klein, an alternate member of the committee, won the
Nobel Prize in economics in 1980 and is Benjamin Franklin Professor
Emeritus at the University of Pennsylvania.

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All of the officers and directors of Carey Property Advisors also are
officers or directors of CPA(R):14. Carey Property Advisors has responsibility
for all aspects of the operations of CPA(R):14 including:

-- selecting the properties that we will acquire, formulating and
evaluating the terms of each proposed acquisition, and arranging for
the acquisition of the property by CPA(R):14, subject to the approval
of the investment committee;

-- negotiating the terms of any borrowing by CPA(R):14, including lines
of credit and any long-term, permanent financing;

-- managing the day-to-day operations of CPA(R):14 including accounting,
property management and investor relations; and

-- arranging for and negotiating the sale of assets.

See the "Management" section of this prospectus for a description of the
business background of the individuals responsible for the management of
CPA(R):14 and Carey Property Advisors, as well as for a description of the
services Carey Property Advisors will provide.

RISK FACTORS

AN INVESTMENT IN CPA(R):14 HAS MANY RISKS. THE "RISK FACTORS" SECTION OF
THIS PROSPECTUS CONTAINS A DETAILED DISCUSSION OF THE MOST IMPORTANT RISKS.
PLEASE REFER TO THE "RISK FACTORS" SECTION FOR A MORE DETAILED DISCUSSION OF THE
RISKS SUMMARIZED BELOW:

-- There is currently no public trading market for the shares, and there
is no assurance that one will develop.

-- You will not have the opportunity to evaluate all of the properties
that will be in our portfolio.

-- We rely on Carey Property Advisors with respect to all investment
decisions.

-- Carey Property Advisors and its affiliates are or will be engaged in
other activities that will result in potential conflicts of interest
with the services that Carey Property Advisors and affiliates will
provide to us.

-- Market and economic conditions that we cannot control will affect the
value of our investments.

-- We may make investments that will not appreciate in value over time.

-- If our tenants default, we will have less income with which to make
distributions.

-- If the shares are not listed or intended to be listed on a national
securities exchange or over-the-counter market beginning five to ten
years of the investment of all of the money raised in this offering,
we will sell our assets and distribute the proceeds, market conditions
permitting.

-- In connection with any borrowing, we will likely mortgage or pledge a
specific asset, which would put us at risk of losing that asset if we
are unable to pay that debt.

-- In order to maintain our status as a REIT, we may incur debt to make
distributions to shareholders.

-- The vote of shareholders owning at least a majority but less than all
of the shares of common stock will bind all of the shareholders as to
matters like the election of directors and amendment of CPA(R):14's
governing documents.

-- Restrictions on ownership of more than 9.8% of the shares of common
stock by any single shareholder or some related shareholders may have
the effect of inhibiting a change in control of CPA(R):14, even if a
change in control is in the interest of a majority of the
shareholders.

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-- We may not remain qualified as a REIT for federal income tax purposes,
which would subject us to federal income tax on our taxable income at
regular corporate rates, thereby reducing the amount of funds
available for paying distributions to shareholders.

-- Our inability to find suitable investments may impact our ability to
achieve our investment objectives and may effect the amount of
distributions to shareholders.

OUR INVESTMENT OBJECTIVES

Our primary investment objectives are:

-- to pay quarterly distributions at an increasing rate that, for taxable
shareholders, may be partially free from current taxation;

-- to invest in a portfolio of real estate that will increase in value;

-- to increase our equity in real estate by making regular mortgage
principal payments;

-- to provide you with liquidity for your investment, beginning five to
ten years after the proceeds of this offering are fully invested,
either through listing our shares on a national securities exchange or
over-the-counter market or if listing does not occur beginning five to
ten years after the proceeds of this offering are fully invested,
selling our assets and distributing the proceeds.

See the "Investment Procedures, Objectives and Policies" sections of this
prospectus for a more complete description of our business and objectives.

CONFLICTS OF INTEREST

Some of our officers and directors, who are also officers or directors of
Carey Property Advisors, may experience conflicts of interest in their
management of CPA(R):14. These arise principally from their involvement in other
activities that may conflict with our business and interests, including matters
related to

-- allocation of new investments and management time and services between
us and various other clients of Carey Property Advisors;

-- the timing and terms of the investment in or sale of an asset;

-- investments with affiliates of Carey Property Advisors;

-- compensation to Carey Property Advisors;

-- our relationship with the managing dealer, Carey Financial
Corporation, which is an affiliate of CPA(R):14 and Carey Property
Advisors; and

-- the fact that our securities and tax counsel also services as
securities and tax counsel for some of our affiliates, which means
neither CPA(R):14 nor the shareholders will have separate counsel.

The "Conflicts of Interest" section discusses in more detail the more
significant of these potential conflicts of interest, as well as the procedures
that have been established to resolve a number of these potential conflicts.

OUR AFFILIATES

The "Prior Offerings by Affiliates" section of this prospectus contains a
narrative discussion of the public and private real estate programs sponsored by
our affiliates and affiliates of Carey Property Advisors in the past, including
nine public limited partnerships and three unlisted public REITs. As of December
31, 1998, these entities, which invest in industrial and commercial properties
that are leased on a "triple-net" basis had purchased 443 properties.
Statistical data relating to the public limited partnerships and the unlisted
REITs are contained in Appendix A -- Prior Performance Tables.

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THE OFFERING

Offering Size..................$300,000,000

Minimum Investments............Individuals -- $2,500.

IRA, Keogh and other Qualified Plans -- $2,000.

Suitability Standards..........Net worth of at least $45,000 and annual gross
income of at least $45,000;
OR
Net worth of at least $150,000. (For this purpose, net worth excludes home,
furnishings and personal automobiles)

Suitability standards may vary from state to
state. Please see the "Suitability Standards"
section, which begins on page 19.

Holding Period of Properties...If we have not listed the shares on a national
securities exchange or over-the-counter market
beginning five to ten years after the proceeds
from this offering are fully invested, market
conditions permitting, we plan to sell the
properties and other assets and return the
proceeds from these sales to our shareholders
through distributions.

Distribution Policy............Consistent with our objective of qualifying as a
REIT, we expect to pay quarterly distributions
and distribute at least 95% of our REIT taxable
income.

Our Advisor....................Carey Property Advisors will administer our
day-to-day operations and select our real estate
investments.

Estimated Use of Proceeds......86% -- to acquire properties

14% -- for working capital and to pay fees and
expenses

MANAGEMENT COMPENSATION

CPA(R):14 will pay Carey Property Advisors and its affiliated companies
fees for its services and will reimburse Carey Property Advisors for some
expenses. Outlined below are the most significant items of compensation.

-- For identifying, structuring and arranging the financing for real
estate acquisitions, Carey Property Advisors will be paid acquisition
fees not to exceed 2.5% of the total purchase price of all properties
purchased by us. Carey Property Advisors will also be paid a
subordinated acquisition fee which, when aggregated with all other
subordinated acquisition fees, will not exceed 2% of the total
purchase price of all properties purchased by us. This subordinated
acquisition fee will accrue but will be withheld for any quarter
through which the return paid to shareholders is less than 6%.

-- Carey Property Advisors will be paid a monthly asset management fee at
the annual rate of 0.5% of the total amount invested by us in real
estate. Carey Property Advisors will also be paid quarterly a
subordinated fee at the annual rate of 0.5% of the total amount we
invest in real estate. This fee will accrue but will not be paid in
any quarter through which we have not achieved a cumulative rate of
cash flow from operations (as determined in accordance with generally
accepted accounting principles) of at least 7% per year through that
quarter. Carey Property Advisors has the option to be paid this
performance fee in cash or restricted stock of CPA(R):14.

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<PAGE> 12

-- Carey Property Advisors will be paid 15% of any appreciation in the
value of the real estate when we sell a property. This fee will be
paid only after we have returned all of the money invested by
shareholders plus a cumulative non-compounded return of 6% per year.

There are many additional conditions and restrictions on the payment of
fees to Carey Property Advisors. There are also a number of other smaller items
of compensation and expense reimbursement that Carey Property Advisors and its
affiliates may receive during the life of CPA(R):14. For a more complete
explanation of the fees and expenses and an estimate of the dollar amount of
these payments, please see the "Management Compensation" section of this
prospectus.

DESCRIPTION OF PROPERTIES

Please refer to the "Description of Properties" section of this prospectus
for a description of the properties we have purchased as of the date of this
prospectus. Carey Property Advisors is evaluating additional potential property
acquisitions. When it appears likely that we will purchase one or more
additional properties, a description of those properties will be made available
to all potential investors in a document called a supplement. Investors should
not assume that transactions described in a supplement will necessarily be
completed. It is possible that after the supplement is distributed, we or the
seller will decide not to complete the sale.

ERISA CONSIDERATIONS

The section of this prospectus entitled "ERISA Considerations" describes
the effect the purchase of shares will have on retirement plans and individual
retirement accounts ("IRAs") subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and/or the Internal Revenue Code. ERISA is a
federal law that regulates the operation of certain tax-advantaged retirement
plans. Any retirement plan trustee or individual considering purchasing shares
for a retirement plan or IRA should read this section very carefully.

DESCRIPTION OF SHARES

General

We will not issue stock certificates. A shareholder's investment will be
recorded on our books. If you wish to sell your shares, you will be required to
send only an executed transfer form to us. We will provide the required form
upon request.

Shareholder Voting Rights and Limitations

Shareholders will meet each year for the election of directors. Other
business matters may be presented at the annual meeting or at special
shareholder meetings. You are entitled to one vote for each share you own. All
shareholders will be bound by the decision of the majority of shareholders on
each question voted upon.

Limitation on Share Ownership

The articles of incorporation of CPA(R):14 restrict ownership by one person
of more than 9.8% of the outstanding shares. See "Description of Shares
- -- Restriction on Ownership of Shares." These restrictions are designed to
enable us to comply with share accumulation restrictions imposed on REITs by the
Internal Revenue Code.

For a more complete description of the shares, including limitations on the
ownership of shares, please refer to the "Description of Shares" section of this
prospectus.

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<PAGE> 13

RISK FACTORS

BEFORE YOU INVEST IN OUR SECURITIES, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY
THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS BEFORE YOU DECIDE TO PURCHASE OUR SECURITIES.

WE ARE SUBJECT TO GENERAL REAL ESTATE OWNERSHIP RISKS

Our properties consist predominantly of net leased industrial and
commercial properties located in the United States. An investment in CPA(R):14
is subject to risks incident to the ownership and operation of these types of
properties, including:

-- changes in the general economic climate;

-- changes in local conditions such as an oversupply of space or
reduction in demand for real estate;

-- changes in interest rates and the availability of financing;

-- competition from other available space; and

-- changes in laws and governmental regulations, including those
governing real estate usage, zoning and taxes.

WE MAY HAVE DIFFICULTY SELLING OR RE-LEASING OUR PROPERTIES

Real estate investments are relatively illiquid compared to most financial
assets and this illiquidity will limit our ability to quickly change our
portfolio in response to changes in economic or other conditions. Many of the
net leases we enter into or acquire are for properties that are specially suited
to the particular needs of our tenant. With these properties, if the current
lease is terminated or not renewed, we may be required to renovate the property
or to make rent concessions in order to lease the property to another tenant. In
addition, in the event we are forced to sell the property, we may have
difficulty selling it to a party other than the tenant due to the special
purpose for which the property may have been designed. In addition, provisions
of the Internal Revenue Code relating to REITs limit our ability to sell
properties held for fewer than four years. These and other limitations may
affect our ability to sell properties without adversely affecting returns to our
shareholders.

WE ARE DEPENDENT ON TENANTS FOR OUR REVENUE

Most of our properties are occupied by a single tenant and, therefore, the
success of our investments are materially dependant on the financial stability
of our tenants. Lease payment defaults by tenants could cause us to reduce the
amount of distributions to shareholders. A default of a tenant on its lease
payments to us would cause us to lose the revenue from the property and cause us
to have to find an alternative source of revenue to meet the mortgage payment
and prevent a foreclosure if the property is subject to a mortgage. In the event
of a default, we may experience delays in enforcing our rights as landlord and
may incur substantial costs in protecting our investment and reletting our
property. If a lease is terminated, there is no assurance that we will be able
to lease the property for the rent previously received or sell the property
without incurring a loss.

THE BANKRUPTCY OF TENANTS WOULD CAUSE A REDUCTION IN REVENUE

A tenant in bankruptcy could cause

-- the loss of lease payments;

-- an increase in the costs incurred to carry the property;

-- a reduction in the value of shares; and

-- a decrease in distributions to shareholders.
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<PAGE> 14

Under bankruptcy law, a tenant who is the subject of bankruptcy proceedings has
the option of continuing or terminating any unexpired lease. If the tenant
terminates the lease, any claim we have for breach of the lease (excluding
collateral securing the claim) will be treated as a general unsecured claim. The
maximum claim will be capped at the amount owed for unpaid rent prior to the
bankruptcy unrelated to the termination, plus the greater of one year's lease
payments or 15% of the remaining lease payments payable under the lease (but no
more than three years' lease payments). In addition, due to the long-term nature
of our leases and terms providing for the repurchase of a property by the
tenant, a bankruptcy court could recharacterize a net lease transaction as a
secured lending transaction. If that were to occur, we would not be treated as
the owner of the property, but might have additional rights as a secured
creditor.

Some of the programs managed by Carey Property Advisors or its affiliates
have had tenants file for bankruptcy protection and are involved in litigation.
Four CPA(R) programs had to reduce the rate of distributions to their partners
as a result of adverse developments involving tenants. See "Prior Offerings by
Affiliates."

OUR TENANTS THAT ARE HIGHLY LEVERAGED MAY BE UNABLE TO PAY RENT

A tenant that has been recently restructured may be unable to pay its rent
if there are adverse changes to their business or economic conditions. We
anticipate providing financing to companies involved in acquisitions,
recapitalizations or other financial restructurings through the use of a sale
leaseback transaction. Often the tenant in this type of transaction will have
substantially greater debt and substantially lower net worth than it had prior
to the transaction. In addition, the payment of rent and debt service may reduce
the working capital available to it and prevent it from devoting the resources
necessary to keep itself competitive in its industry. Furthermore, in situations
where management of the tenant will change after the transaction, it may be
difficult for Carey Property Advisors to determine the likelihood of the
tenant's business success and of it being able to pay rents throughout the term
of a lease with us. These companies are more vulnerable to adverse conditions in
their business or industry, economic conditions generally and increases in
interest rates.

IT WILL BE DIFFICULT TO SELL SHARES

There is no current public market for the shares and, therefore, it will be
difficult for shareholders to sell their shares promptly. In addition, the price
received for any shares sold is likely to be less than the proportionate value
of the real estate we own. The shares should be purchased as a long-term
investment only. See "Redemption of Shares" for a description of our share
redemption program.

OUR SUCCESS WILL BE DEPENDENT ON THE PERFORMANCE OF CAREY PROPERTY ADVISORS

Our ability to achieve our investment objectives and to pay distributions
is dependent upon the performance of Carey Property Advisors in the acquisition
of investments, the selection of tenants and the determination of any financing
arrangements. Except for the investments described in this prospectus, you will
have no opportunity to evaluate the terms of transactions or other economic or
financial data concerning our investments. You must rely entirely on the
management ability of Carey Property Advisors and the oversight of the board of
directors.

CAREY PROPERTY ADVISORS MAY BE SUBJECT TO CONFLICTS OF INTEREST

Carey Property Advisors manages our business and selects our real estate
investments. Carey Property Advisors has some conflicts of interest in its
management of CPA(R):14 which arise primarily from the involvement of Carey
Property Advisors and its affiliates in other activities that may conflict with
CPA(R):14. The activities in which a conflict could arise between CPA(R):14 and
Carey Property Advisors are:

-- the receipt of commissions, fees and other compensation by Carey
Property Advisors and its affiliates for property purchases, leases,
sales and financing for CPA(R):14,
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<PAGE> 15

-- non-arms length agreements between CPA(R):14 and Carey Property
Advisors or any of its affiliates, and

-- purchases and loans from affiliates, subject to CPA(R):14's investment
procedures, objectives and policies.

Inherent in these transactions is the conflict of interest that arises due to
the potential impact of the transaction on the amount of fees received by Carey
Property Advisors and/or its affiliates and the distributions to shareholders.

LIABILITY FOR UNINSURED LOSSES COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION

We generally require our tenants to carry comprehensive liability, fire,
flood and extended coverage insurance with respect to our properties with policy
specifications and insured limits customarily carried for similar properties.
There are, however, types of losses from disaster-type occurrences (such as wars
or earthquakes) that may be either uninsurable or not insurable on economically
viable terms. Should an uninsured loss occur, we could lose our capital
investment and/or anticipated profits and cash flow from one or more properties.

POTENTIAL LIABILITY FOR ENVIRONMENTAL MATTERS COULD ADVERSELY AFFECT OUR
FINANCIAL CONDITION

We own industrial and commercial properties and are subject to the risk of
liabilities under federal, state and local environmental laws. Some of these
laws could impose the following on CPA(R):14:

-- Responsibility and liability for the cost of removal or remediation of
hazardous substances released on our property, generally without
regard to our knowledge or responsibility of the presence of the
contaminants.

-- Liability for the costs of removal or remediation of hazardous
substances at disposal facilities for persons who arrange for the
disposal or treatment of these substances.

-- Potential liability for common law clams by third parties based on
damages and costs of environmental contaminants.

We generally include provisions in our leases that provide that the tenant
is responsible for all environmental liabilities and for compliance with
environmental regulation, and must reimburse us for damages or costs for which
we have been found liable. However, these provisions do not eliminate our
statutory liability or preclude third party claims against us and, even if a we
had a cause of action against the tenant to enable us to recover any amounts we
pay, there are no assurances that we would be able to collect any money from the
tenant. Our costs of investigation, remediation or removal of hazardous
substances may be substantial. In addition, the presence of hazardous substances
on one of our properties, or the failure to properly remediate a contaminated
property, could adversely affect our ability to sell or lease the property or to
borrow using the property as collateral.

OUR USE OF DEBT TO FINANCE ACQUISITIONS COULD ADVERSELY AFFECT OUR CASH FLOW

Increased Risk Of Insufficient Cash Flow

Most of our property acquisitions will be made by borrowing a portion of
the purchase price and securing the loan with a mortgage on the property. If we
are unable to make our debt payments as required, a lender could foreclose on
the property or properties securing its debt. This could cause us to lose part
or all of our investment which in turn could cause the value of the shares and
distributions to shareholders to be reduced. In addition, payments of principal
and interest made to service our debts may leave us with insufficient cash to
pay the distributions that we are required to pay to maintain our qualification
as a REIT.

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<PAGE> 16

Financial Covenants Could Place Restrictions On Operations

In connection with the making of a mortgage loan with respect to a
property, a lender could impose restrictions on us which affect our ability to
incur additional debt and our distribution and operating policies. The mortgages
on our properties contain customary negative covenants which may limit our
ability to further mortgage the property, to discontinue insurance coverage,
replace Carey Property Advisors as our advisor or impose other limitations.

Balloon Payment Obligations May Adversely Affect our Financial Condition

Some of our financing requires us to make a lump-sum or "balloon" payment
at maturity. We intend to finance more properties in this manner. Our ability to
make a balloon payment at maturity is uncertain and may depend upon our ability
to obtain additional financing or our ability to sell the property. At the time
the balloon payment is due, we may or may not be able to refinance the balloon
payment on terms as favorable as the original loan or sell the property at a
price sufficient to make the balloon payment. The effect of a refinancing or
sale could affect the rate of return to shareholders and the projected time of
disposition of our assets.

FAILURE TO QUALIFY AS A REIT COULD ADVERSELY AFFECT OUR OPERATIONS AND ABILITY
TO
MAKE DISTRIBUTIONS

If we fail to qualify as a REIT for any taxable year, we would be subject
to federal income tax on our taxable income at corporate rates. In addition, we
would generally be disqualified from treatment as a REIT for the four taxable
years following the year of losing our REIT status. Losing our REIT status would
reduce our net earnings available for investment or distribution to shareholders
because of the additional tax liability. In addition, distributions to
shareholders would no longer qualify for the distributions paid deduction and we
would no longer be required to make distributions. We might be required to
borrow funds or liquidate some investments in order to pay the applicable tax.

Qualification as a REIT is subject to the satisfaction of tax requirements
and various factual matters and circumstances which are not entirely within our
control. New legislation, regulations, administrative interpretations or court
decisions could change the tax laws with respect to qualification as a REIT or
the federal income tax consequences of being a REIT.

A LIMIT ON THE NUMBER OF SHARES A PERSON MAY OWN MAY DISCOURAGE A TAKEOVER

Our articles of incorporation restrict ownership of more than 9.8% of the
outstanding shares by one person. These restrictions may discourage a change of
control of CPA(R):14 and may deter individuals or entities from making tender
offers for shares, which offers might be financially attractive to shareholders
or which may cause a change in the management of CPA(R):14. See "Description of
Shares -- Restriction on Ownership of Shares."

MARYLAND LAW COULD RESTRICT CHANGE IN CONTROL

Provisions of Maryland law applicable to us prohibit business combinations
with:

-- any person who beneficially owns 10% or more of the voting power of
outstanding shares;

-- an affiliate of us who, at any time within the two-year period prior
to the date in question, was the beneficial owner of 10% or more of
the voting power of our outstanding shares ("an interested
shareholder"); or

-- an affiliate of an interested shareholder.

These prohibitions last for five years after the most recent date on which
the interested shareholder became an interested shareholder. Thereafter, any
business combination must be recommended by our board of directors and approved
by the affirmative vote of at least 80% of the votes entitled to be cast by
holders of our outstanding shares and two-thirds of the votes entitled to be
cast by holders of our

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<PAGE> 17

shares other than shares held by the interested shareholder. These requirements
could have the effect of inhibiting a change in control even if a change in
control were in shareholders' interest. These provisions of Maryland law do not
apply, however, to business combinations that are approved or exempted by our
board of directors prior to the time that someone becomes an interested
shareholder.

OUR PARTICIPATION IN JOINT VENTURES CREATES ADDITIONAL RISK

We participate in joint ventures with other entities, some of which may be
unaffiliated with us. There are additional risks involved in these types of
transactions. These risks include the potential of our joint venture partner
becoming bankrupt and the possibility of diverging or inconsistent economic or
business interests of us and our partner which could result in, among other
things, subjecting us to liabilities in excess of those contemplated under the
joint venture agreement and/or exposing us to liabilities of the joint venture
in excess of our proportionate share of these liabilities.

In some of our joint venture relationships with publicly registered
investment programs or other entities sponsored by Carey Property Advisors or
one of its affiliate, we enter into investments as tenants-in-common. This poses
risks in addition to those mentioned above. The partition rights of each
co-tenant in a tenancy-in-common could reduce the value of each portion of the
divided property. In addition, the fiduciary obligation that Carey Property
Advisors or our board may owe to our partner in an affiliated transaction may
make it more difficult for us to enforce our rights.

SPECIAL CONSIDERATIONS FOR PENSION OR PROFIT-SHARING TRUSTS, KEOGHS OR IRAS

If you are investing the assets of a pension, profit sharing, 401(k), Keogh
or other retirement plan, IRA or benefit plan in CPA(R):14, you should consider:

-- whether your investment is consistent with the applicable provisions
of ERISA or the Internal Revenue Code;

-- whether your investment will produce unrelated business taxable income
to the benefit plan; and

-- your need to value the assets of the benefit plan annually.

We have obtained an opinion of Reed Smith Shaw & McClay LLP that, under
current ERISA law and regulations, our assets should not be treated as "plan
assets" of a benefit plan subject to ERISA and/or Section 4975 of the Internal
Revenue Code which purchases shares. However, the opinion of Reed Smith is based
on the facts and assumptions described in this prospectus, on our articles of
incorporation and on our representations to them, and is not binding on the
Internal Revenue Service or the Department of Labor. If our assets were
considered to be plan assets, our assets would be subject to ERISA under Section
4975 of the Internal Revenue Code, and some of the transactions we have entered
into with Carey Property Advisors and its affiliates could be considered
"prohibited transactions" which could cause us, Carey Property Advisors and its
affiliates to be subject to liabilities and excise taxes. In addition, Carey
Property Advisors could be deemed to be a fiduciary under ERISA and subject to
other conditions, restrictions and prohibitions under ERISA. Even if our assets
are not considered to be plan assets, a prohibited transaction could occur if
we, Carey Financial, any selected dealer, the escrow agent or any of their
affiliates is a fiduciary (within the meaning of ERISA) with respect to a
purchase by a benefit plan and, therefore, unless an administrative or statutory
exemption applies in the event such persons are fiduciaries (within the meaning
of ERISA) with respect to your purchase, shares should not be purchased.

OUR SYSTEMS AND OUR TENANT'S SYSTEMS MAY NOT BE YEAR 2000 COMPLIANT

The Year 2000 issue exists because many software systems, which use only
two digits to identify a year in a date field, were designed without considering
the impact of the upcoming change in the century. There is significant
uncertainty concerning the scope and magnitude of problems associated with the
century change. Some of systems critical to our operations could fail or
function improperly if not made Year 2000 compliant.
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<PAGE> 18

Our books and records are maintained by Carey Property Advisors. An
affiliate of Carey Property Advisors services the computer system used for
maintaining these books and records. The affiliate has completed a preliminary
assessment of Year 2000 issues. Based on the results of that assessment, the
affiliate believes that Year 2000 issues will not materially affect our
operations. The assessment is not complete and there can be no assurance that
the affiliate will identify and remedy all potential Year 2000 issues in a
timely fashion. Computer problems could interfere with our operations.

It is also possible that our tenants' computer systems may not be Year 2000
compliant. If their systems fail, our tenant's financial condition and their
ability to pay rent and other property expenses could be adversely affected if
their computer systems fail. This failure could adversely affect our business.

We also face risks that any third parties with which we transact business
may not be Year 2000 compliant. We rely on our bank and transfer agent for
certain computer-related services and we have entered into discussions regarding
their Year 2000 readiness. If the Year 2000 issue prevents these or any other
third parties from delivering the products or services we require, our
operations could be adversely affected.

INTERNATIONAL INVESTMENT INVOLVE ADDITIONAL RISKS

We may purchase property located outside the United States. These
investments may be affected by factors peculiar to the laws of the jurisdiction
in which the property is located. These laws may include

-- land use and zoning laws;

-- environmental laws; and

-- laws relating to the foreign ownership of property and laws relating
to the ability of foreign persons or corporations to remove profits
earned from activities within the country to the person's or
corporation's country of origin.

These laws may expose us to risks that are different from and in addition
to those commonly found in the United Sates. In addition, these foreign
investment could be subject to the risks of adverse market conditions caused by
changes in national or local economic conditions, changes in interest rates and
in the availability, cost and terms of mortgage funds resulting from varying
national economic policies, changes in real estate and other tax rates and other
operating expenses in particular countries and changing governmental rules and
policies.

SUITABILITY STANDARDS

The shares we are offering are suitable only as a long-term investment for
persons of adequate financial means. Initially, there is not expected to be any
public market for the shares, which means that it may be difficult to sell them.
You should not buy these shares if you need to sell them immediately or will
need to sell them quickly in the future.

In consideration of these factors, we have established suitability
standards for initial shareholders and subsequent transferees. These suitability
standards require that a purchaser of shares have either

-- a net worth of at least $150,000; or

-- a gross annual income of at least $45,000 and a net worth (excluding
the value of a purchaser's home, furnishings and automobiles) of at
least $45,000.

Arizona, North Carolina, Michigan, Pennsylvania, Ohio and Missouri have
established suitability standards different from those we have established.
Shares will be sold only to investors in those states who meet the special
suitability standards set forth below.

MISSOURI -- Investors must have either (i) a net worth of at least $250,000
or (ii) gross annual income of $75,000 and a net worth of at least $75,000.
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<PAGE> 19

ARIZONA AND NORTH CAROLINA -- Investors must have either (i) a minimum net
worth of at least $225,000 or (ii) gross annual income of $60,000 and a net
worth of at least $60,000.

MICHIGAN, PENNSYLVANIA AND OHIO -- In addition to our suitability
requirements, investors must have a net worth of at least ten times their
investment in CPA(R):14.

In the case of sales to fiduciary accounts, these suitability standards
must be met by the fiduciary account, by the person who directly or indirectly
supplied the funds for the purchase of the shares or by the beneficiary of the
account. These suitability standards are intended to help ensure that, given the
long-term nature of an investment in CPA(R):14, our investment objectives and
the relative illiquidity of the shares, a purchase of shares is an appropriate
investment for certain investors. Each selected dealer must make every
reasonable effort to determine that the purchase of shares is a suitable and
appropriate investment for each shareholder based on information provided by the
shareholder. Each selected dealer is required to maintain for six years records
of the information used to determine that an investment in the shares is
suitable and appropriate for a shareholder.

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<PAGE> 20

ESTIMATED USE OF PROCEEDS

The following table presents information about how the money raised in this
offering will be used. Information is provided assuming the maximum number of
shares are sold. Many of the numbers in the table are estimates because all
expenses cannot be determined precisely at this time. The actual use of the
capital we raise is likely to be different than the figures presented in the
table. We expect that approximately 86% of the money invested by shareholders
will be used to buy real estate, while the remaining 14% will be used for
working capital and to pay expenses and fees, including the payment of fees to
Carey Advisors and its affiliates.

<TABLE>
<CAPTION>
MAXIMUM OFFERING
SALE OF 30,000,000 SHARES
---------------------------------
PERCENT OF PUBLIC
AMOUNT OFFERING PROCEEDS
------------ -----------------
<S> <C> <C>
Public Offering Proceeds.................................... $300,000,000 100.00%
------------ ------
Less Offering Expenses
Selling Commissions(1).................................... 19,500,000 6.50%
Other Organization and Offering Expenses(2)............... 10,500,000 3.50%
------------ ------
Total Offering Expenses..................................... 30,000,000 10.00%
------------ ------
Amount of Public Offering Proceeds Available for
Investment................................................ $270,000,000 90.00%
============ ======
Acquisition Fees(3)(4)...................................... $ 6,637,500 2.21%
Acquisition Expenses(4)..................................... 1,500,000 0.50%
Working Capital Reserve..................................... 3,000,000 1.00%
------------ ------
Total Proceeds to be Invested in Real Estate................ $258,862,500 86.29%
============ ======
</TABLE>

- ---------------
(1) We will generally pay a selling commission of $0.65 per share sold. See "The
Offering" for a description of volume discounts.

(2) "Other Organization and Offering Expenses" represent all expenses incurred
in connection with our formation, qualification and registration of our
shares and in marketing and distributing the shares under applicable federal
and state law, and any other expenses actually incurred and directly related
to the offering and sale of the shares, except selling commissions. The
total underwriting compensation to be paid to Carey Financial and the
selected dealers in connection with this offering, including selling
commissions and expense reimbursements, cannot exceed 10% of the gross
amount raised in the offering. However, an additional 0.5% of gross proceeds
from sales made by Carey Financial and each selected dealer may be paid for
bona fide due diligence expenses. To the extent all organization and
offering expenses (excluding selling commissions, and any fees paid and
expenses reimbursed to the selected dealers or paid on behalf of the
selected dealers) exceed 3.5% of the amount raised in this offering, the
excess will be paid by Carey Property Advisors with no recourse by
CPA(R):14. See "Management Compensation." See "The Offering" for a complete
description of the fees and expense reimbursements payable to Carey
Financial and the selected dealers.

(3) Acquisition fees include all fees and commissions paid in connection with
the purchase, development or construction of properties. Acquisition fees
exclude any development fee or construction fee paid to a person who is not
our affiliate in connection with the actual development and construction of
a project after our acquisition of the land. For purposes of the table only,
subordinated acquisition fees have not been included as part of "Acquisition
Fees" because these fees will be paid from funds from operations of
CPA(R):14 and not from the proceeds of the offering. The presentation in the
table is based on the assumption that we will not borrow any money to
purchase properties. Although it is assumed that all the foregoing fees will
be paid by the sellers of property, sellers generally fix the selling price
at a level sufficient to cover the cost of any acquisition fee so that, in
effect, we, as purchaser, will bear such fee as part of the purchase price.

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<PAGE> 21

We will not purchase any property that has a total property cost (generally,
the sum of the costs of purchasing, developing, constructing and improving
the property plus the acquisition fees paid in connection with the purchase)
in excess of the property's appraised value. See "Management Compensation"
for a complete description of the terms, conditions and limitations of the
payment of fees to Carey Property Advisors and its affiliates.

(4) Subordinated acquisition fees, which are intended to be paid from our funds
from operations and not from proceeds of this offering, have not been
included in the table. Subordinated acquisition fees (excluding interest
thereon), will not exceed 2% of the aggregate purchase price of the
properties. Assuming we do not borrow money to purchase properties, the
subordinated acquisition fees will not exceed $5,310,000 (1.77% of the
offering proceeds), in the event 30,000,000 shares are sold. These fees with
respect to any property are payable in equal amounts over an eight year
period following the acquisition of a property, assuming a cumulative return
of 6.5% has been paid. Other terms of the subordinated acquisition fees are
described in the "Management Compensation" section of this prospectus.

(5) "Acquisition Expenses" represent an estimate of all expenses related to our
selection and acquisition of properties, whether or not the properties are
acquired. These fees include but are not limited to legal fees and expenses,
travel and communications expenses, costs of appraisals, non-refundable
option payments on property not acquired, accounting fees and expenses,
title insurance and miscellaneous expenses. "Acquisition Expenses" do not
include acquisition fees.

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<PAGE> 22

MANAGEMENT COMPENSATION

The following table sets forth the type and, to the extent possible,
estimates of the amounts of all fees, compensation, income, distributions and
other payments that Carey Property Advisors and its affiliates will or may
receive in connection with this offering and our operation. These payments
initially will result from non-arm's-length bargaining. See "Conflicts of
Interest." References to Carey Property Advisors also include affiliates of
Carey Property Advisors.

Carey Property Advisors Reimbursement for organization and The actual amounts to be paid will
offering expenses, including depend upon the actual amount of
identified wholesaling expenses organization and offering expenses
incurred on our behalf; provided, incurred by Carey Property Advisors
however, that if the aggregate of all and its affiliates in connection with
organization and offering expenses this offering which is not determina-
(excluding selling commissions, and ble at this time. These expenses are
any fees paid or expenses reim- estimated to be $10,500,000 if
bursed to the selected dealers) that 30,000,000 shares are sold.
are paid on behalf of the selected
dealers exceeds 3.5% of the gross
offering proceeds, Carey Property
Advisors will be responsible for the
excess.

Carey Financial Selling commissions equal to $0.65 The estimated amount payable to Carey
per share sold. Carey Financial may, Financial is $19,500,000 if
in turn, reallow up to $0.60 per 30,000,000 shares are sold in this
share of the commissions to selected offering, a portion of which will be
dealers. reallowed to the selected dealers.

ACQUISITION STAGE

Carey Property Advisors Interest on loans made to CPA(R):14. The actual amount of loans made to us
On short-term loans, the interest by Carey Property Advisors or its
rate will be the lesser of (i) 1% affiliates is not determinable at
above the prime rate of interest this time. Accordingly, the actual
published in The Wall Street Journal amount of interest payable to Carey
and (ii) the rate that we would be Property Advisors, if any, is not de-
charged by unrelated lending institu- terminable at this time.
tions on comparable loans for the
same purpose in the locality of the
property. See "Conflicts of Interest"
and "Investment Procedures,
Objectives and Policies."
</TABLE>

22
<PAGE> 23

<TABLE>
<CAPTION>
Entity Receiving Form and Method
Compensation of Compensation Estimated Amount
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Carey Property Advisors Acquisition Fees. Total Acquisition The actual amount to be paid to Carey
Fees (which include real estate Property Advisors will depend upon
brokerage fees, mortgage placement the aggregate total property cost of
fees, lease-up fees and transaction the properties, which in turn is
structuring fees), other than dependent upon the gross offering
subordinated acquisition fees, proceeds and the amount of mortgage
payable by either sellers of property financing we used in acquiring the
or us may not exceed 2.5% of the ag- properties, and accordingly is not
gregate purchase price of the determinable at this time. If the
properties. (1)(2) properties acquired from the proceeds
of this offering are 60% leveraged,
the acquisition fees payable to Carey
Property Advisors are estimated to be
approximately $16,594,000 if
30,000,000 shares are sold. See
"Conflicts of Interest."

Carey Property Advisors Subordinated Acquisition Fees. Total The actual amount to be paid to Carey
subordinated acquisition fees payable Property Advisors will depend upon
by either the sellers of properties the aggregate cost of the properties
or us may not exceed 2.0% of the acquired with the proceeds of this
aggregate purchase price of the offering, which in turn is dependent
properties. This fee is payable in upon the gross offering proceeds of
equal annual installments on January this offering and the amount of
1 of each of the eight calendar years mortgage financing we used in
commencing with January 1 following acquiring the properties, and
the first anniversary of the date a accordingly is not determinable at
property was purchased. The unpaid this time. If the properties acquired
portion of the subordinated with the proceeds of this offering
acquisition fee with respect to any are 60% leveraged, subordinated
property will bear interest at the acquisition fees payable to Carey
rate of 6% per annum from the date of Property Advisors are estimated to be
acquisition of the property until the approximately $13,275,000 if
portion of the fee is paid. The 30,000,000 shares are sold. See
accrued interest is payable on the "Conflicts of Interest."
date of each annual installment of
the fees. Our portion of the
subordinated acquisition fee payable
in any year, and accrued interest
thereon, will be subordinated to a
cumulative return to shareholders of
6%. All subordinated acquisition
fees, and accrued interest thereon,
shall become due and payable at the
time the shares become listed for
trading on a national securities ex-
change or included for quotation on
Nasdaq. (1)(2)
</TABLE>

23
<PAGE> 24

Carey Property Advisors Reimbursement for expenses incurred Not determinable at this time.
in connection with the administration
of CPA(R):14. The amounts of any
reimbursement will not exceed amounts
which would be paid to non-affiliated
third parties in the same locality
for similar products. Our operating
expenses may not exceed the greater
of two percent of our average
invested assets or 25% of our net
income in any 12-month period. To the
extent that we incur operating
expenses in excess of this amount and
the independent directors find that
the excess expenses were the result
of unusual and nonrecurring fac-
tors, Carey Property Advisors may be
reimbursed in future years for the
full amount of these excess expenses,
or any portion thereof, but only to
the extent the reimbursement would
not cause our operating expenses to
exceed the limitation in the year
they are paid.

Carey Property Advisors Asset management fee, payable monthly If the maximum number of shares is
in an amount equal to one-twelfth of sold and CPA(R):14 achieves its
0.5% of our average invested assets borrowing goal of 60%, average
for the preceding month. Payment of invested assets as a result of this
the asset management fee will be offering would be approximately
deferred if our operating expenses, $663,750,000 and the annual asset
including the asset management fee, management fee on these assets would
exceeds the greater of two percent of be approximately $3,319,000.
our average invested assets or 25% of
our net income (2)(3)(4)(5)
</TABLE>

24
<PAGE> 25

<TABLE>
<CAPTION>
Entity Receiving Form and Method
Compensation of Compensation Estimated Amount
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Carey Property Advisors Performance fee, payable in cash or If the maximum number of shares is
restricted stock at the option of sold and we achieve our borrowing
Carey Property Advisors, calculated goal of 60%, average invested assets
monthly on the basis of one-twelfth as a result of this offering would be
of 0.5% of the average invested approximately $663,750,000 and the
assets for the preceding month, annual performance fee on these
payable quarterly. Payment of this assets would be approximately
fee for any quarter will be subordi- $3,319,000.
nated to the cumulative rate of cash
flow from operations (computed in
accordance with generally accepted
accounting principles) of 7%. Payment
of this fee will also be deferred if
our operating expenses, including the
performance fee, exceed the greater
of two percent of our average
invested assets or 25% of our net
income. (2)(3)(4)(5)(6)

Carey Property Advisors Loan Refinancing Fee. Fees payable by The actual amount to be paid to Carey
either the tenant of a Property or Property Advisors will depend upon
CPA(R):14 may not exceed 1% of the the aggregate amount of the
principal amount of any refinancing refinancing we obtain.
obtained by CPA(R):14 for which Carey
Property Advisors renders substantial
services and for which no fees are
paid to a third party. The loan
refinancing fee will be payable only
if (i) the new loan is approved by a
majority of the independent direc-
tors and found to be in the best
interests of CPA(R):14, and (ii) the
terms of the new loan represent an
improvement over the terms of the
refinanced loan, the new loan
materially increases the total debt
secured by a particular property, or
the maturity date of the refinanced
loan (which must have had an initial
term of five years or more) is less
than one year from the date of the
refinancing. See "Conflicts of
Interest."
</TABLE>

25
<PAGE> 26

Carey Property Advisors Subordinated disposition fee shall be Not determinable at this time.
payable in an amount equal to the
lesser of (i) 50% of the competitive
real estate commission and (ii) 3% of
the contract sales price of a
property (if Carey Property Advisors
provides a substantial amount of
services in the sale of a prop-
erty). The subordinated disposition
fee shall be deferred until
shareholders have received total
distributions equal to 100% of their
initial investment plus a 6%
cumulative return, commencing with
the initial closing date. To the
extent that we do not pay the
subordinated disposition fee because
of the foregoing limitation, the
unpaid commissions will be accrued
and paid at the time the limitation
has been satisfied. The total real
estate commissions we pay shall not
exceed an amount equal to the lesser
of (i) 6% of the contract sales price
of a property or (ii) the commission
paid in a competitive market for the
purchase or sale of a property that
is reasonable and competitive in
light of the size, type and location
of the property.

Carey Property Advisors Subordinated incentive fee shall be The actual amount to be received will
payable in an amount equal to 15% of depend upon the results of our
the balance from cash we receive from operations and the amounts received
the sale and refinancing of upon the sale or other disposition of
properties remaining after the the properties and are not determi-
shareholders have received nable at this time.
distributions totaling 100% of their
initial investment plus a 6%
cumulative return. (7)
</TABLE>

26
<PAGE> 27

- ---------------

(1) The total acquisition fees (not including subordinated acquisition fees)
payable to Carey Property Advisors or paid by us may not exceed 2.5% of the
aggregate property cost of all properties we purchase with the proceeds of
this offering. The total of all acquisition fees (including subordinated
acquisition fees and interest thereon) and acquisition expenses we pay must
be reasonable and may not exceed 6% of the aggregate contract purchase price
of all properties we purchase with the proceeds of this offering. A majority
of the directors (including a majority of the independent directors) not
otherwise interested in any transaction may approve fees in excess of these
limits if they find the excess commercially competitive, fair and reasonable
to us.

(2) Our objective is to achieve total borrowings of approximately 60% of the
purchase price of all properties. The CPA(R) programs have had similar
leverage goals but have achieved leverage of only approximately 55%. The
actual leverage percentage we achieve will impact the amount of acquisition
fees earned by Carey Property Advisors because these fees are based
primarily on the total dollars invested in properties and the amount
available for investment will be affected by the amount we borrow (i.e., the
more that is borrowed, the more funds available for investment in
properties). If 30,000,000 shares are sold and the properties are 75%
leveraged, acquisition fees (not including subordinated acquisition fees)
payable to Carey Property Advisors as a result of this offering (assuming an
aggregate total property cost of all properties of approximately
$1,062,000,000) are estimated to be approximately $26,550,000 and
subordinated acquisition fees are estimated to be approximately $21,240,000.
We do not expect our properties to be 75% leveraged. The advisory agreement
between us and Carey Property Advisors provides that Carey Property Advisors
will not earn acquisition fees or subordinated acquisition fees on the
reinvestment of proceeds from the sale or refinancing of properties, unless
the shares are listed or are expected to be listed.

(3) There are currently no specific arrangements for the provision of property
management services to us by Carey Property Advisors. These services will be
provided by Carey Property Advisors only if a property becomes vacant or
requires more active management than contemplated at the time the property
is acquired. However, if Carey Property Advisors deems these services to be
necessary in order to preserve the value of the property, Carey Property
Advisors with the approval of the board (including a majority of the
independent directors), may provide these services. The maximum property
management fee which may be paid to Carey Property Advisors is 6% of gross
revenues from commercial properties (plus reimbursed expenses), where Carey
Property Advisors performs property management and leasing, re-leasing and
leasing related services, or 3% of gross revenues, where the entity provides
only property management services. In the case of industrial and commercial
properties which are leased for ten or more years on a triple net lease
basis, the maximum property management fee is 1% of our gross revenues over
the term of each lease plus a one-time leasing fee of 3% of the total base
rents payable for the first five years of the lease term, payable in five
equal annual installments. The property management fees paid to Carey
Property

27
<PAGE> 28

Advisors may not exceed the usual and customary amounts charged for similar
services in the same geographic region.

(4) If at any time the shares become listed on a national securities exchange or
included for quotation on Nasdaq, we will negotiate in good faith with Carey
Property Advisors a fee structure appropriate for an entity with a perpetual
life. A majority of the independent directors must approve the new fee
structure negotiated with Carey Property Advisors. In negotiating a new fee
structure, the independent directors shall consider all of the factors they
deem relevant, including but not limited to:

-- the size of the advisory fee in relation to the size, composition
and profitability of our portfolio;

-- the success of Carey Property Advisors in generating opportunities
that meet our investment objectives;

-- the rates charged to other REITs and to investors other than REITs
by advisors performing similar services;

-- additional revenues realized by Carey Property Advisors through
their relationship with us;

-- the quality and extent of service and advice furnished by Carey
Property Advisors;

-- the performance of our investment portfolio, including income,
conservation or appreciation of capital, frequency of problem
investments and competence in dealing with distress situations; and

-- the quality of our portfolio in relationship to the investments
generated by Carey Property Advisors for the account of other
clients.

The board, including a majority of the independent directors, may not
approve a new fee structure that is, in its judgment, more favorable to
Carey Property Advisors than the current fee structure.

(5) Following our termination of the advisory agreement, Carey Property Advisors
will be entitled to receive payment of any earned but unpaid compensation
and expense reimbursements accrued as of the date of termination. If the
advisory agreement is terminated

-- in connection with our change of control,

-- by us for any reason other than cause as defined in the advisory
agreement, or

-- by Carey Property Advisors for good reason as defined in the
advisory agreement,

Carey Property Advisors also shall be entitled to the payment of the
termination fee and any subordinated acquisition fees that have not
accrued. Carey Property Advisors shall be entitled to receive all accrued
but unpaid compensation and expense reimbursements in cash within 30 days
of the effective date of the termination. All other amounts payable to
Carey Property Advisors in the event of a termination shall be evidenced by
a promissory note. The termination fee shall be paid in 12 equal quarterly
installments with interest on the unpaid balance. Notwithstanding the
preceding sentence, any amounts which may be deemed payable at the date the
obligation to pay the termination fee is incurred which relate to the
appreciation of the properties

-- shall be an amount which provides compensation to the terminated
advisor only for that portion of the holding period for the
respective properties during which the terminated advisor provided
services to us,

-- shall not be due and payable until the property to which the fees
relate is sold or refinanced, and

-- shall not bear interest until the property to which the fees relate
is sold or refinanced.

Carey Property Advisors shall not be entitled to payment of the termination
fee in the event the advisory agreement is terminated because of the
failure of us and Carey Property Advisors to establish a fee structure
appropriate for a perpetual-life entity in the event the shares are listed
on a national securities exchange or are included for quotation on Nasdaq.
The termination fee is an

28
<PAGE> 29

amount equal to 15% of the amount, if any, by which (i) the appraised value
of the properties on the date of termination of the advisory agreement,
less the amount of all indebtedness secured by the properties, exceeds (ii)
the total of the total capital invested in CPA(R):14 plus an amount equal
to a cumulative return of 6% through the termination date reduced by the
total distributions paid by us from our inception through the termination
date.

(6) Carey Property Advisors may choose to take the performance fee in cash or
restricted shares. For purposes of calculating the value per share of
restricted stock given for payment of the performance fee, the price per
share shall be (i) the net asset value per share as determined by the most
recent appraisal performed by an independent third party or, if an appraisal
has not yet been performed, (ii) $10 per share. The restricted stock will
vest ratably over a period of five years and is non-transferable during this
vesting period.

(7) In the event the shares are listed on a national securities exchange or
included for quotation on Nasdaq, Carey Property Advisors shall be paid the
subordinated incentive fee. The fee will vary based on the return received
by shareholders. The return will be calculated by adding the total
distributions paid by CPA(R):14 and the market value of CPA(R):14,
calculated on the basis of the average market value of the shares over the
30 trading days beginning 180 days after the shares are first listed on a
stock exchange. This total will be divided by the sum of the total amount of
capital raised by CPA(R):14 and the total cash flow necessary to generate a
6% cumulative return as of the date the return is calculated. This return is
referred to as the "Hypothetical Return" in the following table. The fee is
paid on the excess of the actual return over the Hypothetical Return.

The subordinated incentive fee will be paid as follows:

<TABLE>
<CAPTION>
HYPOTHETICAL RETURN
-----------------------------------
FEE (PERCENTAGE OF GREATER THAN OR
EXCESS RETURN) EQUAL TO LESS THAN
- ------------------ --------------- AND ---------
<S> <C> <C> <C>
12%............................. 6% 7%
13%............................. 7% 8%
14%............................. 8% 9%
15%............................. 9% --
</TABLE>

CPA(R):14 has the option to pay the fee in the form of stock, cash, a
promissory note or any combination thereof. In the event the subordinated
incentive fee is paid to Carey Property Advisors as a result of the listing
of the shares, no termination fee will be paid to Carey Property Advisors
if the advisory agreement is terminated after the listing.

29
<PAGE> 30

CONFLICTS OF INTEREST

There will be various conflicts of interest in the operation of our
business. The independent directors will have an obligation to function on our
behalf in all situations in which a conflict of interest may arise and will have
a fiduciary obligation to act on behalf of the shareholders. Possible conflicts
of interest include the following:

RECEIPT OF COMMISSIONS, FEES AND OTHER COMPENSATION BY CAREY PROPERTY
ADVISORS AND ITS AFFILIATES. A transaction involving the purchase, financing,
lease and sale of any property by CPA(R):14 may result in the immediate
realization by Carey Property Advisors and its affiliates of substantial
commissions, fees, compensation and other income. In most cases, Carey Property
Advisors has discretion with respect to all decisions relating to any
transaction. Potential conflicts may arise in connection with a decision by
Carey Property Advisors (on our behalf) of whether to hold or sell a property.
This decision could impact the timing and amount of fees payable to Carey
Property Advisors. We may purchase, sell or finance properties through
affiliates of Carey Property Advisors engaged in the real estate brokerage
business or through our other affiliates.

NON-ARM'S-LENGTH AGREEMENTS. Except as otherwise provided below, all
agreements and arrangements, including those relating to compensation, between
us and Carey Property Advisors or any of its affiliates will not be the result
of arm's-length negotiations. Certain provisions of our bylaws require that
compensation to Carey Property Advisors and its affiliates be approved by a
majority of the independent directors and that terms of future transactions with
affiliates be no less favorable to us than terms which could be obtained from
unaffiliated entities providing similar services as an ongoing activity in the
same geographical location. The initial independent directors were selected by
the sponsor and have subsequently been reelected by the shareholders.

PURCHASES AND LOANS FROM AFFILIATES. We may purchase properties from
affiliates of Carey Property Advisors if the purchase is consistent with the
investment procedures, our objectives and policies and if other conditions are
met. See "Investment Procedures, Objectives and Policies." We also may borrow
funds from Carey Property Advisors or its affiliates

-- if, at any time when proceeds of this offering are being held by the
escrow agent, we do not have sufficient funds to provide the equity
portion of a particular investment; or

-- to provide the debt portion of a particular investment if we are
unable to obtain a permanent loan at that time or, in the judgment of
the board, it is not in our best interest to obtain a permanent loan
at the interest rates then prevailing and the board has reason to
believe that we will be able to obtain a permanent loan on or prior to
the end of the loan term provided by Carey Property Advisors or the
affiliate.

See "Investment Procedures, Objectives and Policies." We may borrow funds
on a short-term basis from Carey Property Advisors or its affiliates.

We may not invest in other REITs advised or managed, directly or through
affiliates, by the sponsor, its subsidiaries or William P. Carey and with
respect to which the sponsor, its subsidiaries or William P. Carey receive
separate fees. Additionally, we will not sell properties to the sponsor, Carey
Property Advisors or any director or any of their respective affiliates, except
in the case of an exercise of a right of first refusal by an affiliated joint
venture partner.

Every transaction entered into between us and Carey Property Advisors or
its affiliates is subject to an inherent conflict of interest. The board may
encounter conflicts of interest in enforcing our rights against any affiliate in
the event of a default by or disagreement with an affiliate or in invoking
powers, rights or options pursuant to any agreement between us and any
affiliates. Each transaction between us and Carey Property Advisors or any of
its affiliates must be approved by a majority of the independent directors who
are otherwise disinterested in the transaction as being fair and reasonable to
us and on terms and conditions no less favorable to us than those available from
unaffiliated third parties.

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<PAGE> 31

COMPETITION WITH CPA(R):14 FROM AFFILIATES OF CAREY PROPERTY ADVISORS IN
THE PURCHASE, SALE, LEASE AND OPERATION OF PROPERTIES. W.P. Carey & Co., Inc.
specializes in providing lease financing services to major corporations and,
therefore, may be in competition with us with respect to properties, potential
purchasers, sellers and lessees of properties, and mortgage financing for
properties. W.P. Carey & Co., Inc., its subsidiaries and William P. Carey
currently manage or advise private real estate investment partnerships, REITs
and limited liability companies whose investment and rate of return objectives
are substantially similar to ours. In addition, they expect to manage or advise,
directly or through affiliates, additional REITs, public and private investment
partnerships and other investment entities.

The CPA(R) programs have investment policies similar to ours and,
therefore, may be in competition with us for properties, potential purchasers,
sellers and lessees of properties, and mortgage financing for properties.
Affiliates of Carey Property Advisors intend to offer interests in other REITs,
partnerships or public or private investment entities, some of which may have
similar investment objectives as ours and may be in a position to acquire
properties at the same time as us. Affiliates of Carey Property Advisors may
have an ownership interest in the other REITs.

Carey Property Advisors will use its best efforts to present suitable
investments to us consistent with our investment procedures, objectives and
policies. If Carey Property Advisors or any of its affiliates is presented with
a potential investment in a property which might be made by more than one
investment entity which it advises or manages, the decision as to the
suitability of the property for investment by a particular entity will be based
upon a review of the investment portfolio of each entity and upon factors such
as:

-- cash flow from the property;

-- the effect of the acquisition of the property on the diversification
of each entity's portfolio;

-- rental payments during any renewal period;

-- the estimated income tax effects of the purchase on each entity;

-- the amount of equity required to make the investment;

-- the policies of each entity relating to leverage;

-- the funds of each entity available for investment; and

-- the length of time the funds have been available for investment and
the manner in which the potential investment can be structured by each
entity.

Consideration will be given to joint ownership (e.g., tenancy-in-common or
joint venture arrangement) of a particular property determined to be suitable
for more than one investment entity in order to achieve diversification of each
entity's portfolio and efficient completion of an entity's portfolio. In joint
ownership, the investment of each entity will be on substantially similar terms
and conditions, compensation to the organizer of each investment entity will be
similar and each investment entity will have a right of first refusal to
purchase the interest of the other if a sale of that interest is contemplated.
See "Risk Factors -- Our Participation in Joint Ventures Creates Additional
Risks." To the extent that a particular property might be determined to be
suitable for more than one investment entity, priority generally will be given
to the investment entity having uninvested funds for the longest period of time.
It is the responsibility of the directors (including the independent directors)
to insure that the method used to allocate transactions is applied fairly to us.

ADJACENT PROPERTIES. If Carey Property Advisors or any of its affiliates
acquires properties that are adjacent to one of our properties, the value of
such properties may be enhanced by our interests. It also is possible that these
properties could be in competition with our properties for prospective tenants.

COMPETITION FROM AFFILIATES OF CAREY PROPERTY ADVISORS FOR THE TIME AND
SERVICES OF OFFICERS AND DIRECTORS. We depend on the board and Carey Property
Advisors for our operations and

31
<PAGE> 32

for the acquisition, operation and disposition of our investments. Carey
Property Advisors has entered into the advisory agreement with us pursuant to
which it will perform certain functions relating to the investment of our funds
and our day-to-day management. See "Management -- Advisory Agreement." Most
officers of Carey Fiduciary Advisors, Inc., the general partner of Carey
Property Advisors, are also officers, directors and/or employees of W.P. Carey &
Co., Inc. Some officers of affiliates of Carey Property Advisors will be
performing similar services for the CPA(R) programs and may perform these
services for REITs, partnerships or other investment entities offered or managed
in the future by affiliates of Carey Property Advisors. The manager of Carey
Diversified LLC is an affiliate of Carey Property Advisors. Carey Property
Advisors serves in the same advisory capacity for Corporate Property Associates
10 Incorporated (or "CPA(R):10"), Corporate Property Associates 12 Incorporated
(or CPA(R):12) and Carey Institutional Properties Incorporated (or "CIP(R)") as
it does for CPA(R):14. Carey Fiduciary Advisors, Carey Property Advisors and
their affiliates will devote the time to our affairs as they, within their sole
discretion, exercised in good faith, determine to be necessary for our benefit
and the shareholders. See "Management." Neither Carey Financial, Carey Property
Advisors nor any of their affiliates are restricted from acting as general
partner, advisor, underwriter, selling agent or broker-dealer in public or
private offerings of securities in REITs, real estate partnerships or other
entities which may have objectives similar to ours and which are sponsored by
affiliated or non-affiliated persons.

AFFILIATED SALES AGENT. Carey Financial, a subsidiary of W.P. Carey & Co.
and an affiliate of Carey Property Advisors, will receive a selling commission
for each share sold by it (except for sales made to Carey Property Advisors, its
employees or its affiliates) and annual servicing fees with respect to shares
held by its clients, and will receive reimbursement for specified expenses. See
"The Offering."

COMMON COUNSEL. Reed Smith Shaw & McClay LLP, our counsel in connection
with this offering, is also counsel to Carey Property Advisors, Carey Financial
and various affiliates, including the CPA(R) programs and W.P. Carey & Co. In
the event any legal controversy arises in which our interests appear to be in
conflict with those of Carey Property Advisors, Carey Financial or their
affiliates, other counsel will be retained for one or more parties.

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<PAGE> 33

The following chart shows the relationship among Carey Property Advisors,
its general partner, its affiliates and CPA(R):14. See "Management."
[WILLIAM P. CAREY ORGANIZATIONAL CHART]

33
<PAGE> 34

PRIOR OFFERINGS BY AFFILIATES

THE INFORMATION IN THIS SECTION AND THE TABLES REFERENCED HEREIN SHOULD NOT
BE CONSIDERED AS INDICATIVE OF HOW WE WILL PERFORM. IN ADDITION, THE TABLES
INCLUDED AS EXHIBITS TO THIS PROSPECTUS DO NOT MEAN THAT WE WILL MAKE
INVESTMENTS COMPARABLE TO THOSE REFLECTED IN such TABLES. IF YOU PURCHASE SHARES
IN CPA(R):14, YOU WILL NOT HAVE ANY OWNERSHIP INTEREST IN ANY OF THE REAL ESTATE
PROGRAMS DESCRIBED IN THE TABLES (UNLESS YOU ARE ALSO AN INVESTOR IN THOSE REAL
ESTATE PROGRAMS).

Affiliates of Carey Property Advisors organized the limited partnerships
listed below:

-- Corporate Property Associates

-- Corporate Property Associates 2

-- Corporate Property Associates 3

-- Corporate Property Associates 4, a California limited partnership

-- Corporate Property Associates 5

-- Corporate Property Associates 6 -- a California limited partnership

-- Corporate Property Associates 7 -- a California limited partnership

-- Corporate Property Associates 8, L.P., a Delaware limited partnership

-- Corporate Property Associates 9, L.P.

On January 1, 1998, these nine partnerships were combined to form Carey
Diversified LLC, a New York Stock Exchange listed limited liability company. The
partnerships no longer operate as independent entities. The trading symbol of
Carey Diversified is "CDC."

Affiliates of Carey Property Advisors have also organized the REITs listed
below (in addition to CPA(R):14):

-- Corporate Property Associates 10 Incorporated

-- Carey Institutional Properties, Incorporated

-- Corporate Property Associates 12 Incorporated

These REITs and the CPA(R) limited partnerships are referred to as the
CPA(R) Programs. The primary investment objectives of the CPA(R) programs are
similar to ours.

The following is information relating to the CPA(R) Programs as of December
31, 1998:

<TABLE>
<S> <C>
Total equity raised: $1,090,639,000
Total investors: 54,421
Number of Properties Purchased: 443
Aggregate Purchase Price of Properties: $1,896,365,000
Total Equity Investment in Properties $ 954,130,000
Total Mortgage Financing: $ 942,235,000
</TABLE>

34
<PAGE> 35

The CPA(R) programs have invested in the following types of properties:

35
<PAGE> 36

The properties owned by the CPA(R) programs as of December 31, 1998 are
located throughout the United States and Europe as shown on the map below.
[MAP OF THE UNITED STATES]

When acquired by the CPA(R) programs, approximately 21.62% of the
properties had newly constructed buildings or buildings being constructed and
approximately 78.38% had previously constructed buildings (based on the purchase
price). When purchased by the CPA(R) programs, all of the properties were
single-tenant commercial, industrial and governmental real property (or
interests therein). The CPA(R) programs have made no loans or participating
loans and have entered into 30 joint ventures with affiliated programs (23% of
all transactions entered into by the CPA(R) programs). More detailed information
with respect to investments by the CPA(R) programs is separately presented in
tabular form for the CPA(R) programs in Exhibit 99 to Part II of the
registration statement. Upon written request to the Director of Investor
Relations, 50 Rockefeller Plaza, NY, NY 10020, (800) 972-2739, CPA(R):14 will
provide, at no fee, copies of Exhibit 99.

The leveraged percentage achieved by the CPA(R) REITs are as follows:

The CPA(R) programs, including Carey Diversified, have sold all or a
portion of 71 properties as of December 31, 1998.

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<PAGE> 37

<TABLE>
<S> <C>
Total Properties sold...................................... 71
Original Purchase Price of Properties sold................. $227,566,000
Equity Investment in Properties sold....................... $ 98,794,000
Amount received from sale of properties.................... $236,335,000
Net proceeds from sales (after expenses and payment of
mortgage debt)........................................... $143,142,000
</TABLE>

More detailed information with respect to the properties sold by the CPA(R)
programs between January 1, 1994 and December 31, 1998 is presented in tabular
form in Table V (Sales or Dispositions of Properties) in Exhibit A to this
prospectus.

Some CPA(R) programs have experienced adverse business developments which
have included the filing by some tenants for protection from creditors under the
bankruptcy code, the vacating of facilities by a tenant at the end of an initial
lease term, and litigation with tenants involving lease defaults and sales of
properties. These developments have caused a reduction in cash flow and/or an
increase in administrative expenses of the affected CPA(R) program for certain
periods of time, but, with four exceptions described below, have not caused the
affected CPA(R) program to reduce their rate of distributions to partners. See
Table III (Operating Results of Prior Programs) in Exhibit A to this prospectus
for overall results of operations of the affected CPA(R) programs.

The management of the affected CPA(R) program has undertaken a number of
measures to mitigate the adverse effects of some adverse business developments,
such as re-leasing properties vacated by initial tenants; refinancing mortgage
loans and restructuring terms of existing mortgage loans; restructuring lease
terms; selling properties; and, in the case of litigation, vigorously defending
the interests of affected CPA(R) programs and, where appropriate, settling
litigation. Of the approximately 150 tenants with which the CPA(R) programs have
entered into leases, 15 have subsequently sought protection from creditors in
bankruptcy. Properties formerly leased to nine of these tenants have been
re-leased or sold. Four other tenants have affirmed their leases and the leases
of the remaining two tenants are currently the subject of negotiations described
below.

Most CPA(R) programs in which adverse developments have occurred have been
able to meet their obligations and maintain distributions to their investors,
primarily as a result of the efforts of management described above and below and
the existence of a working capital reserve established at the inception of each
CPA(R) program. Although several CPA(R) programs have experienced the types of
adverse business developments described above, only four CPA(R) Programs,
CPA(R):1, CPA(R):5, CPA(R):7 and CPA(R):10 have had to reduce the rate of
distributions to their partners or shareholders as a result of adverse
developments. The adverse developments which were primarily responsible for
causing these reductions in the rate of distributions are, in the case of
CPA(R):1, the bankruptcy filing by Storage Technology, in the case of CPA(R):5,
the sale of two properties, in the case of CPA(R):7, the bankruptcy filings of
Yellow Front Stores, Inc. and NV Ryan L.P. and in the case of CPA(R):10, the
expiration of one lease and the bankruptcy of Harvest Foods. The reductions in
distribution rates in each of CPA(R):1, CPA(R):5, CPA(R):7 and CPA(R):10 were
followed by increases in the distribution rates. The distribution rate of
CPA(R):7 exceeded the rate in effect before the reductions when it was merged
with Carey Diversified while the distribution rate of CPA(R):1 and CPA(R):5 had
not reached the rate in effect before the reduction at the time of the merger.

Most of the adverse developments which have occurred have been resolved.
These include the filings for protection from creditors under the bankruptcy
code by the following tenants of the following CPA(R) programs:

-- Saxon Industries, Inc. (CPA(R):1 and CPA(R):2);

-- Storage Technology Corporation (CPA(R):1);

-- New Valley Corporation (CPA(R):2 and CPA(R):3);
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<PAGE> 38

-- The Leslie Fay Company (CPA(R):3);

-- Knudsen Corporation (CPA(R):3 and CPA(R):4);

-- Gulf Consolidated Services, Inc. (CPA(R):4);

-- Three Guys Inc. Ltd. (CPA(R):4);

-- Williams Hand Tool, Inc. (CPA(R):5);

-- American Trim Products Inc. (CPA(R):5);

-- Integra -- a Hotel and Restaurant Company (CPA(R):6 and CPA(R):7);

-- Yellow Front Stores, Inc. (CPA(R):7);

-- NVRyan L.P. (CPA(R):7, CPA(R):8 and CPA(R):9);

-- Harvest Foods, Inc. (CPA(R):10 and CIP(R));

-- SportsTown, Inc. (CIP(R)); and

-- Lanxide (CPA(R):12).

The management of these programs has addressed these bankruptcies primarily
by re-leasing the properties to new tenants or by restructuring the original
leases at a reduced rental. Certain of the properties have been sold at a loss
or transferred in exchange for a release of the related mortgage debt. In the
case of the bankruptcy filing by Saxon Industries, Inc., however, its two leases
were affirmed in bankruptcy. In the case of the bankruptcy filing by Knudsen
Corporation, seven of the eight properties which had been leased to Knudsen
Corporation were sold at a gain, generating more than enough cash to retire the
entire mortgage debt on all eight properties. The remaining property was leased
to a new tenant. In addition, as a result of vigorous litigation efforts pursued
by the general partners, some programs have been awarded substantial awards from
bankruptcy settlements. CPA(R):1 received a settlement of cash and securities
with a market value of approximately $2.3 million in connection with the Storage
Technology Corporation bankruptcy. CPA(R):7 and CPA(R):8 were paid a
restructuring fee of $2.6 million in exchange for amending some leases and
CPA(R):9 received approximately $456,000, in each case in connection with
settlement of bankruptcy claims against NVRyan L.P. New Valley has agreed to
affirm two of its three leases with CPA(R):2 and CPA(R):3 and the third property
has been leased.

In June 1996, Harvest Foods, Inc. filed a voluntary bankruptcy petition
and, in March 1997, the Bankruptcy Court approved Harvest's motion to disaffirm
the master lease. Under its ruling, the Bankruptcy Court allowed the CPA(R):10
and CIP(R) to establish its unsecured claim for lease rejection damages at
$10,000,000 and ordered Harvest to pay $150,000 in full satisfaction and
settlement of any post-petition obligation for real estate taxes. Harvest
subsequently vacated the properties.

On March 15, 1997, CPA(R):10 and CIP(R) entered into a net lease with The
Kroger Co. for two supermarkets in Conway and North Little Rock, Arkansas.
CPA(R):10 and CIP(R) also entered into net leases with affiliated Foods
Southwest, Inc. for two stores in Hope and Little Rock, Arkansas. CPA(R):10 and
CIP(R) are currently evaluating various offers for the lease or purchase of the
vacated properties and are continuing their efforts to remarket the properties.
In August 1998, CIP(R) and CPA(R):10 entered into a lease with Affiliated for a
fourth supermarket in Little Rock. In 1997 CPA(R):10 and CIP(R) sold three
properties for $2,400,000.

On June 24, 1997, CPA(R):10 and CIP(R) entered into a transaction whereby
each purchased a 50% participation in the first priority mortgage loan
collateralized by the 15 properties formerly leased to Harvest. The mortgage
loan, which has an outstanding balance of $8,554,894, was purchased for
$7,700,000. On December 22, 1998, the holder of the $3,000,000 subordinated
mortgage note agreed to accept a payment of $500,000 from CIP(R) and CPA(R):10
in satisfaction of the mortgage loan obligation of $3,000,000 and accrued
interest of $776,750.

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<PAGE> 39

Additional information concerning the CPA(R) Programs is set forth in
tabular form in Exhibit A to this prospectus. See "Experience in Raising and
Investing Funds" in Table I; "Compensation to W. P. Carey & Co." in Table II;
"Operating Results of Prior Programs" in Table III; "Results of Completed
Programs" in Table IV and "Sales or Dispositions of Properties" in Table V. In
addition, upon written request to the Director of Investor Relations, 50
Rockefeller Plaza, New York, NY 10020, (800) 972-2739, CPA(R):14 will provide,
at no fee, the most recent annual report (on Form 10-K) filed by any of the
CPA(R) Programs and, at a reasonable fee, the exhibits to the annual report.

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<PAGE> 40

MANAGEMENT

We operate under the direction of the board, the members of which are
accountable to us and our shareholders as fiduciaries. A majority of the
independent directors and a majority of the directors have reviewed and ratified
the articles of incorporation and have adopted the bylaws. The board is
responsible for the management and control of our affairs. The board has
retained Carey Property Advisors to manage our day-to-day affairs and the
acquisition and disposition of investments, subject to the board's supervision.
We currently have seven directors; it must have at least three and may have no
more than nine directors.

A majority of the board must be comprised of independent directors, except
for a period of 90 days after the death, removal or resignation of an
independent director. An independent director may not, directly or indirectly
(including through a member of his immediate family), own any interest in, be
employed by, have any material business or professional relationship with, or
serve as an officer or director of, W. P. Carey & Co., Carey Property Advisors
or any of their affiliates, except that an independent director may serve as a
director, officer or trustee for not more than two other REITs organized by W.
P. Carey & Co. or advised by Carey Property Advisors. An independent director
may not perform material services for CPA(R):14, except to carry out the
responsibilities of director. Three of the directors are affiliates of Carey
Property Advisors and four are independent directors. An independent director is
a director who is not and has not for the last two years been associated with W.
P. Carey & Co., Carey Property Advisors or any of its affiliates other than up
to two other public REITs sponsored by W. P. Carey & Co. All of the initial
directors were recommended by W. P. Carey & Co.

Proposed transactions brought to the board for approval are often discussed
before being brought to a final board vote. During these discussions,
independent directors often offer ideas for ways in which deals can be changed
to make them acceptable and these suggestions are taken into consideration when
structuring transactions. No independent director of any prior CPA(R) program
has ever voted against a property acquisition recommendation on a final vote.
Each director will hold office until the next annual meeting of shareholders or
until his successor has been duly elected and qualified. Although the number of
directors may be increased or decreased, a decrease shall not have the effect of
shortening the term of any incumbent director.

Any director may resign at any time and may be removed with or without
cause by the shareholders upon the affirmative vote of at least a majority of
all the votes entitled to be cast at a meeting called for the purpose of the
proposed removal. The notice of the meeting shall indicate that the purpose, or
one of the purposes, of the meeting is to determine if the director shall be
removed. The term "cause" as used in this context is a term used in the Maryland
Corporation and Association Code. This code does not include a definition of
this term and Maryland case law suggests that the term be defined on a
case-by-case basis. The effect of the Maryland Code's lack of a definition of
cause is that we cannot provide investors with a definition for "cause." As a
result of this uncertainty, investors may not know what actions by a director
may be grounds for removal.

Unless filled by a vote of the shareholders as permitted by Maryland law, a
vacancy created by an increase in the number of directors or the death,
resignation, removal, adjudicated incompetence or other incapacity of a director
shall be filled by a vote of a majority of the remaining directors and,

-- in the case of a director who is not an independent director (an
"affiliated director"), by a vote of a majority of the remaining
affiliated directors, or

-- in the case of an independent director, by a vote of a majority of the
remaining independent directors

unless there are no remaining affiliated directors or independent directors, as
the case may be, to so fill a vacancy, in which case a majority vote of the
remaining directors shall be sufficient. If at any time there are no independent
or affiliated directors in office, successor directors shall be elected by the
shareholders. Each director will be bound by the articles of incorporation and
the bylaws.
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<PAGE> 41

The directors are not required to devote all of their time to us and are
only required to devote the time to our affairs as their duties require. The
directors will meet quarterly or more frequently if necessary. It is not
expected that the directors will be required to devote a substantial portion of
their time to discharge their duties as directors. Consequently, in the exercise
of their fiduciary responsibilities, the directors will be relying heavily on
Carey Property Advisors. The board is empowered to fix the compensation of all
officers that it selects and may pay remuneration to directors for services
rendered to us in any other capacity. We pay to each independent director a
quarterly fee of $2,750 and a meeting fee of $1,000 per meeting. It is estimated
that the aggregate compensation payable to the independent directors as a group
for a full fiscal year will be approximately $60,000. We will not pay any
compensation to our officers or directors who also serve as officers or
directors of Carey Property Advisors. The board may change the compensation of
directors.

Our general investment and borrowing policies are set forth in this
prospectus. The directors may establish further written policies on investments
and borrowings and shall monitor our administrative procedures, investment
operations and performance as well as that of Carey Property Advisors to assure
that the policies are in the best interest of the shareholders and are
fulfilled. We will follow the policies on investments and borrowings set forth
in this prospectus unless and until they are modified by the directors.

The board is also responsible for reviewing our fees and expenses on at
least an annual basis and with sufficient frequency to determine that the
expenses incurred are in the best interests of the shareholders. In addition, a
majority of the independent directors and a majority of directors not otherwise
interested in the transaction must approve all transactions with Carey Property
Advisors or its affiliates (other than other publicly-registered entities, in
which case only the allocation of interests in the transaction must be approved
by the independent directors). The independent directors also will be
responsible for reviewing the performance of Carey Property Advisors and
determining that the compensation to be paid to Carey Property Advisors is
reasonable in relation to the nature and quality of services to be performed and
that the provisions of the advisory agreement are being carried out.
Specifically, the independent directors will consider factors such as

-- the amount of the fee paid to Carey Property Advisors in relation to
the size, composition and performance of CPA(R):14's investments;

-- the success of Carey Property Advisors in generating appropriate
investment opportunities;

-- rates charged to other REITs and other investors by advisers
performing similar services;

-- additional revenues realized by Carey Property Advisors and its
affiliates through their relationship with us, whether we pay them or
they are paid by others with whom we do business;

-- the quality and extent of service and advice furnished by Carey
Property Advisors, the performance of our investment portfolio; and

-- the quality of our portfolio relative to the investments generated by
Carey Property Advisors for its other clients.

Neither the directors nor their affiliates will vote or consent to the
voting of shares they now own or hereafter acquire on matters submitted to the
shareholders regarding either (i) the removal of Carey Property Advisors, any
director or any affiliate; or (ii) any transaction between us and Carey Property
Advisors, any director or any affiliate.

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<PAGE> 42

DIRECTORS AND EXECUTIVE OFFICERS OF CPA(R):14

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME OFFICE
---- ------
<S> <C>
William P. Carey........................... Chairman of the Board and Director
H. Augustus Carey.......................... President
George E. Stoddard......................... Senior Executive Vice President and
Director
William Ruder.............................. Director*
Charles C. Townsend........................ Director*
Warren G. Wintrub.......................... Director*
Thomas E. Zacharias........................ Director*
Steven M. Berzin........................... Executive Vice President and Chief
Financial Officer
Gordon F. DuGan............................ Executive Vice President
Claude Fernandez........................... Executive Vice President and Chief
Administration Officer
Gordon J. Whiting.......................... Executive Vice President and Portfolio
Manager
Debra E. Bigler............................ Senior Vice President and Regional Director
Ted G. Lagreid............................. Senior Vice President and Regional Director
Anthony S. Mohl............................ Senior Vice President -- Acquisitions
John J. Park............................... Senior Vice President -- Finance and
Treasurer
Michael D. Roberts......................... Senior Vice President and Controller
Susan C. Hyde.............................. First Vice President and Secretary
Frank S. Owens............................. First Vice President
</TABLE>

- ---------------
* Independent Director

The following is a biographical summary of the experience of our directors
and executive officers:

William P. Carey, age 69, elected Chairman in June 1997, 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. 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) and 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, Mr. Carey served as a Governor of the National
Association of Real Estate Investment Trusts ("NAREIT"). He currently serves on
the boards of The Johns Hopkins University and its School of Advanced
International Studies and as Chairman of the Boards of Trustees of the St. Elmo
Foundation and the W.P. Carey Foundation. He founded the Visiting Committee to
the Economics Department of the University of Pennsylvania and co-founded with
Dr. Lawrence Klein the Economics Research Institute at that university. With Sir
John Templeton, he helped to establish the program in management education at
Oxford University. Mr. Carey also serves as Chairman of the Board and Chief
Executive Officer of CPA(R):10, CIP(R) and CPA(R):12 and as a director of Carey
Diversified. Mr. Carey is an uncle of H. Augustus Carey.

H. Augustus Carey, age 41, elected President in October 1998, returned to
W.P. Carey & Co. as a Vice President in August 1988 and was elected First Vice
President in April 1992, Senior Vice President in October 1995 and Managing
Director in January 1996. Mr. Carey previously worked for W.P. Carey & Co. from
1979 to 1981 as Assistant to the President. From 1984 to 1987, Mr. Carey served
as a loan officer in the North American Department of Kleinwort Benson Limited
in London, England. He received his A.B. in Asian Studies from Amherst College
in 1979 and a M.Phil. in Management Studies

42
<PAGE> 43

from Oxford University in 1984. Mr. Carey is Chairman of the Corporate Advisory
Council for the International Association for Investment Planners and a Trustee
for the Oxford Management Center Advisory Council. He is the nephew of William
P. Carey.

George E. Stoddard, age 82, elected director in June 1997, was until 1979
officer-in-charge of the Direct Placement Department of The Equitable Life
Assurance Society of the United States ("Equitable"), 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. Mr. Stoddard also serves as a Managing Director of W.P. Carey & Co. Mr.
Stoddard is a director of CPA(R):10, CIP(R) and CPA(R):12.

William Ruder, age 77, elected director in June 1997, is Chairman of the
Board of William Ruder Incorporated, a consulting firm founded in 1981. From
1948 to 1981, Mr. Ruder was in partnership with David Finn at the firm of Ruder
& Finn, an international public relations company. He is a former Assistant
Secretary of Commerce of the United States and is on the board of directors of
the United Nations Association of the United States of America, Junior
Achievement and the Council of Economic Priorities. He is a member of the Board
of Overseers of the Wharton School of the University of Pennsylvania and has
also served as a consultant to the Communications Advisory Board to the White
House Press Secretary, the Committee for Economic Development and the Office of
Overseas Schools for the U.S. State Department. Mr. Ruder is a Tobe Lecturer at
Harvard Graduate School of Business and is associated with several other
businesses, civic and cultural organizations. He received a B.S.S. degree from
the City College of New York. Mr. Ruder served as a director of W.P. Carey & Co.
from 1987 to 1990. Mr. Ruder is a director of CPA(R):10 and CPA(R):12.

Charles C. Townsend, Jr., age 71, elected director in June 1997, currently
is an Advisory Director of Morgan Stanley & Co., having held this position since
1979. Mr. Townsend was a Partner and a Managing Director of Morgan Stanley & Co.
from 1963 to 1978 and served as Chairman of Morgan Stanley Realty Corporation
from 1977 to 1982. Mr. Townsend holds a B.S.E.E. from Princeton University and
an M.B.A. from Harvard University. Mr. Townsend is a director of CIP(R) and
Carey Diversified.

Warren G. Wintrub, age 65, elected director in June 1997, retired in 1992
from Coopers & Lybrand L.L.P. after 35 years. Mr. Wintrub was elected a partner
in Coopers & Lybrand L.L.P. in 1963 and specialized in tax matters and served on
that firm's Executive Committee from 1976 to 1988 and as a Chairman of its
Retirement Committee from 1979 to 1992. Mr. Wintrub holds a B.S. degree from
Ohio State University and an LL.B. from Harvard Law School. He currently serves
as a director of Chromcraft Revington, Inc. and Getty Petroleum Co. Mr. Wintrub
is a director of CPA(R):10 and CIP(R).

Thomas E. Zacharias, age 45, elected Director in June 1997, is currently a
Senior Vice President of Lend Lease Development U.S., Inc., a subsidiary of Lend
Lease Corporation, a global financial services, property and management company.
Mr. Zacharias was Vice President of Corporate Property Investors from 1986 to
1998. Corporate Property Investors, a party which is unaffiliated with
CPA(R):14, is one of the largest equity-oriented REITS in the U.S. with
approximately $4.4 billion under management. Prior to joining Corporate Property
Investors in 1981, Mr. Zacharias was Project Director for the New York State
Urban Development Corporation from 1980-1981, and served as the Assistant to the
Chief Operating Officer from 1979-1980. Mr. Zacharias received his undergraduate
degree, magna cum laude, from Princeton University in 1976 and a Master of
Public and Private Management from the Yale School of Management in 1979. Mr.
Zacharias is a director of CIP(R) and CPA(R):12.

Steven M. Berzin, age 48, was elected Executive Vice President, Chief
Financial Officer and Chief Legal Officer of CPA(R):14 and a Managing Director
of W.P. Carey & Co. in July 1997. From 1993 to 1997, Mr. Berzin was Vice
President -- Business Development of General Electric Capital Corporation in the
office of the Executive Vice President and, more recently, in the office of the
President, where he was responsible for business development activities and
acquisitions. From 1985 to 1992, Mr. Berzin held various positions with
Financial Guaranty Insurance Company, the last two being Managing
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<PAGE> 44

Director, Corporate Development, and Senior Vice President and Chief Financial
Officer. Mr. Berzin was associated with the law firm of Cravath, Swaine & Moore
from 1977 to 1985 and from 1976 to 1977, he served as law clerk to the Honorable
Anthony M. Kennedy, then a U.S. Circuit Court Judge. Mr. Berzin received a B.A.
and an M.A. in Applied Mathematics from Harvard University, a B.A. in
Jurisprudence and an M.A. from Oxford University and a J.D. from Harvard Law
School. Mr. Berzin is a director of Carey Diversified.

Gordon F. DuGan, age 32, elected Executive Vice President in June 1997, was
elected Managing Director of W.P. Carey & Co. in June 1997. Having originally
joined W.P. Carey & Co. in 1988 and until September 1995 a Senior Vice President
in the Acquisitions Department of W.P. Carey & Co., Mr. DuGan rejoined W.P.
Carey as Deputy Head of Acquisitions in February 1997. Prior to rejoining W.P.
Carey & Co., he served as Chief Financial Officer of Superconducting Core
Technologies, a Colorado wireless communications equipment manufacturer from
October 1995 until February 1997. Mr. DuGan received his B.S. degree in Finance
from the University of Pennsylvania. Mr. DuGan is a director of Carey
Diversified.

Claude Fernandez, age 46, elected Executive Vice President and Chief
Administrative Officer in June 1997, joined W.P. Carey & Co. as Assistant
Controller in March 1983, was elected Controller in July 1983, Vice President in
April 1986 and is now a Managing Director, Executive Vice President and Chief
Administrative Officer. Prior to joining W.P. Carey & Co., Mr. Fernandez was
associated with Coldwell Banker, Inc. in New York for two years and with Arthur
Andersen & Co. in New York for over three years. Mr. Fernandez, a Certified
Public Accountant, 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.

Gordon J. Whiting, age 33, elected Senior Vice President of W.P. Carey &
Co., Inc. in April, 1998. Mr. Whiting joined W.P. Carey & Co., Inc. in September
1994, as a Second Vice President after receiving an M.B.A. from the Columbia
University Graduate School of Business, where he concentrated in Finance. Mr.
Whiting was elected a Vice President of W.P. Carey & Co., Inc. in October 1995
and a First Vice President in April 1997. Mr. Whiting founded an import/export
company based in Hong Kong after receiving a B.S. in Business Management and
Marketing from Cornell University.

Debra E. Bigler, age 46, elected Senior Vice President in June 1997, became
Vice President and Marketing Director of W.P. Carey & Co. in July 1991 and a
First Vice President in October 1995. A regional marketing director responsible
for investor services in the south and south central United States, Ms. Bigler
joined W.P. Carey & Co. in March 1989 as Assistant Marketing Director. Ms.
Bigler was employed as a Marketing Associate with E.F. Hutton & Company Inc.
from July 1980 to January 1989.

Ted G. Lagreid, age 47, elected Senior Vice President in June 1997, joined
W.P. Carey & Co. in 1994 and became a First Vice President in October 1995. Mr.
Lagreid is a regional marketing director responsible for investor services in
the western United States. Prior to joining the firm, from July 1993 through
October 1994, he was employed by the Shurgard Capital Group then from January
1991 to July 1993, for SunAmerica 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 Department of Community Development. Mr. Lagreid was a commissioner of
the City of Oakland, California, having served on its Community and Economic
Development Advisory Commission.

Anthony S. Mohl, age 37, became a Senior Vice President in June 1997. Mr.
Mohl joined W.P. Carey & Co. as Assistant to the President in September 1987
after receiving an M.B.A. from the Columbia University Graduate School of
Business and became a Second Vice President in January 1990 and a Vice President
in April 1992. Mr. Mohl was employed as an analyst in the strategic planning
group of Kurt Salmon Associates after receiving an undergraduate degree from
Wesleyan University.

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<PAGE> 45

John J. Park, age 34, elected Senior Vice President in June 1997, became a
First Vice President of W.P. Carey & Co. in April 1993 and Senior Vice President
in October 1995. Mr. Park joined W.P. Carey & Co. as an Investment Analyst in
December 1987 and became a Vice President in July 1991. Mr. Park received his
undergraduate degree from the Massachusetts Institute of Technology in 1986 and
an M.B.A. from New York University in 1991.

Michael D. Roberts, age 47, elected Senior Vice President in June 1997,
joined W.P. Carey & Co. in April 1989 as a Second Vice President and Assistant
Controller and was named Vice President and Controller in October 1989 and First
Vice President in July 1990. From August 1980 to February 1983 and from
September 1983 to April 1989, he was employed by Coopers & Lybrand L.L.P. and
held the position of Audit Manager at the time of his departure. A Certified
Public Accountant, Mr. Roberts received his undergraduate degree from Brandeis
University and his M.B.A. from Northeastern University.

Susan C. Hyde, age 30, is a First Vice President and a Director of Investor
Relations of W.P. Carey & Co. Ms. Hyde joined W.P. Carey & Co. in 1990, became a
Second Vice President in April 1995 and a Vice President in April 1997. Ms. Hyde
graduated from Villanova University in 1990 where she received a B.S. degree in
Business Administration with a concentration in marketing and a B.A. degree in
English.

Frank S. Owens, age 40, joined W. P. Carey & Co. as a First Vice President
and Director of Asset Management in July 1998. From January 1997 to January
1998, Mr. Owens was Vice President, Asset Management for Devon Properties, Inc.
and from October 1992 to December 1996 he was Vice President, Real Estate Group,
UBS Asset Management, Inc. Mr. Owens previously held asset management and
development positions at Jones Lang Wootton Realty Advisors and The Prudential
Realty Group. Mr. Owens received a B.S. in Mathematics from St. Lawrence
University, a B.S. in Civil and Environmental Engineering from Clarkson
University, and an M.B.A. from Cornell University.

Some of our directors and officers act as directors or officers of the
general partners of other CPA(R) programs and may own interests in those CPA(R)
programs.

CAREY PROPERTY ADVISORS

The general partner of Carey Property Advisors is Carey Fiduciary Advisors,
Inc., a corporation wholly-owned by William P. Carey. Mr. Carey also owns 100%
of W. P. Carey & Co., Inc. W. P. Carey & Co. is a private company that
specializes in arranging private financing for major corporations, principally
net lease financings of real property, and the officers of W. P. Carey & Co.
have an extensive background in this area. Properties financed with the
assistance of W.P. Carey & Co. have included office buildings, manufacturing
plants, distribution and retail facilities, warehouses, movie theaters and
hotels.

DIRECTORS AND PRINCIPAL OFFICERS OF CAREY FIDUCIARY ADVISORS

The directors and principal officers of Carey Fiduciary Advisors are as
follows:

<TABLE>
<CAPTION>
NAME OFFICE
---- ------
<S> <C>
William P. Carey................. Chairman of the Board and Director
George E. Stoddard............... Chairman of the Investment Committee and Director
Frank J. Hoenemeyer.............. Vice Chairman of the Investment Committee and Director
Lawrence R. Klein................ Chairman of the Economic Policy Committee and Director
Nathaniel S. Coolidge............ Director
Steven M. Berzin................. Executive Vice President, Chief Financial Officer and
Chief Legal Officer
Claude Fernandez................. Executive Vice President and Chief Administrative Officer
Gordon F. DuGan.................. Executive Vice President
H. Augustus Carey................ Senior Vice President and Secretary
</TABLE>

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<TABLE>
<CAPTION>
NAME OFFICE
---- ------
<S> <C>
Debra E. Bigler.................. Senior Vice President and Regional Director
Ted G. Lagreid................... Senior Vice President and Regional Director
Anthony S. Mohl.................. Senior Vice President
John J. Park..................... Senior Vice President and Treasurer
Michael D. Roberts............... Senior Vice President and Controller
Gordon J. Whiting................ Senior Vice President
Anne R. Coolidge................. First Vice President
Susan C. Hyde.................... First Vice President
Edward V. LaPuma................. First Vice President
David W. Marvin.................. First Vice President and Regional Director
Frank S. Owens................... First Vice President
W. Sean Sovak.................... First Vice President
David S. Eberle.................. Vice President and Regional Director
Robert C. Kehoe.................. Vice President
Mary Ann Kelly................... Vice President and Regional Director
David G. Termine................. Vice President
Matthew B. Walley................ Vice President
</TABLE>

The following is a biographical summary of the experience of the directors
and executive officers of Carey Fiduciary Advisors:

Information regarding Messrs. W. P. Carey, Stoddard, Berzin, DuGan,
Fernandez, H. A. Carey, Park, Mohl, Lagreid, Roberts, Whiting, Owens, Ms. Bigler
and Ms. Hyde is set forth under "Management -- Directors and Principal Officers
of CPA(R):14."

Frank J. Hoenemeyer, age 79, elected Vice Chairman of the Investment
Committee and director in May 1992, was Vice Chairman, Director and Chief
Investment Officer of The Prudential Insurance Company of America until his
retirement in November 1984. As Chief Investment Officer he was responsible for
all of Prudential's investments in stocks, bonds, private placements, leveraged
buyouts, venture capital, real estate ownership and mortgages. Mr. Hoenemeyer
was graduated with a B.S. in Economics from Xavier University, Cincinnati, Ohio
and an M.B.A. from the Wharton School of the University of Pennsylvania, and
joined Prudential in 1947. Under his direction as Chief Investment Officer,
Prudential built the world's largest real estate and securities investment
portfolio (valued at over $200 billion in 1989) and became a leader in
investments including the purchase and development of real estate, leveraged
buyouts and venture capital. Mr. Hoenemeyer serves on the Boards of American
International Group and Mitsui Trust Bank (U.S.A.) and is formerly a director of
Corporate Property Investors, a $4.4 billion private real estate investment
trust. He has also been active in community affairs and at present is Chairman
of the Turrell Fund and a Trustee and Chairman of the Finance Committee of the
Robert Wood Johnson Foundation.

Dr. Lawrence R. Klein, age 78, is the Benjamin Franklin Professor Emeritus
of Economics and Finance at the University of Pennsylvania and its Wharton
School, having joined the faculty of the University in 1958. He is a holder of
earned degrees from the University of California at Berkeley and the
Massachusetts Institute of Technology and has been awarded the Alfred Nobel
Memorial Prize in Economic Sciences as well as a number of 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. Dr. Klein joined W.P. Carey & Co. in 1984 as Chairman of the Economic
Policy Committee and as a director. Dr. Klein is a director of Carey
Diversified.

Nathaniel S. Coolidge, age 60, former Senior Vice President of John Hancock
Mutual Life Insurance, retired in 1995 after 20 years of service. From 1986 to
1995, Mr. Coolidge headed the Bond and Corporate Finance Department which was
responsible for managing $21 billion of fixed income

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investments. Prior to 1986, Mr. Coolidge served as Second Vice President and
Senior Investment Officer. Mr. Coolidge holds a B.A. from Harvard University.

Anne R. Coolidge, age 30, a First Vice President, joined W.P. Carey & Co.
in 1993 as Assistant to the Chairman and was elected a Vice President in April
1998 and First Vice President in March 1999. Ms. Coolidge received an A.B. from
Harvard College magna cum laude and an M.B.A. from Columbia University's
Graduate School of Business.

Edward V. LaPuma, age 26, became a First Vice President of W.P. Carey & Co.
in April, 1998. Mr. LaPuma joined W.P. Carey & Co. as an Assistant to the
Chairman in July 1995, became a Second Vice President in July 1996 and a Vice
President and Research Officer in April 1997. A graduate of the University of
Pennsylvania, Mr. LaPuma received a B.A. in Global Economic Strategies from The
College of Arts and Sciences and a B.S. in Economics with a concentration in
Finance from the Wharton School.

David W. Marvin, age 47, became a First Vice President of W.P. Carey & Co.
in April, 1998. Mr. Marvin joined W.P. Carey & Co. in 1995 as a Vice President
regional marketing director for the northeastern United States. Previously he
spent 15 years at Prudential-Bache and Kidder-Peabody, as well as was a national
director of sales with Cigna Corporation. Mr. Marvin received his B.A. from the
University of Massachusetts at Amherst.

W. Sean Sovak, age 26, a First Vice President, joined W.P. Carey & Co. as
Assistant to the Chairman in 1994. He was appointed to First Vice President in
April 1998. Mr. Sovak was graduated summa cum laude from the University of
Pennsylvania's Wharton School, where he concentrated in Finance.

David S. Eberle, age 33, joined W.P. Carey & Co., Inc. in May 1995 as Vice
President and Regional Director for the Midwest region. Prior to joining W.P.
Carey he was Manager, Wholesale Sales for Bowen Real Estate Group from November
1994 through May 1995. From November 1992 through November 1995 Mr. Eberle was
Managing Director of all West Coast region of Vesnor Inc. Mr. Eberle received
his B.S. in Management from St. John's University.

Robert Kehoe, age 38, a Vice President of W.P. Carey & Co., joined W.P.
Carey & Co. as a Senior Accountant in 1987. Mr. Kehoe became a Second Vice
President of W.P. Carey & Co. in April 1992 and a Vice President in July 1997.
Prior to joining W.P. Carey & Co., Mr. Kehoe was associated with Deloitte
Haskins & Sells for three years and was Manager of Financial Controls at CBS
Educational and Professional Publishing for two years. Mr. Kehoe received his
B.S. degree in Accounting from Manhattan College in 1982 and his M.B.A. from
Pace University in 1993.

Mary Ann Kelly, age 39, joined W.P. Carey & Co. in 1995 as a Vice President
and regional marketing director for the mountain states area. From March 1993
through October 1994 Ms. Kelly was employed by Related Capital Company as a
regional director in the southeastern United States. From December 1989 through
February 1993 Ms. Kelly was a Regional Marketing Representative, Northeast, for
Phoenix Leasing. Ms. Kelly received her B.B.A. from Hofstra University where she
concentrated in International Business.

David G. Termine, age 39, a Vice President, joined W.P. Carey & Co. in
1991. Earlier, he held a similar position at Lepereq Capital Partners (The LCP
Group) and was Assistant Controller for Lazard Realty Corp., a subsidiary of
Lazard Freres & Co. After receiving a B.S. in Accounting from Brooklyn College,
Mr. Termine started his career in public accounting, working for diverse real
estate clients, notably Rudin Management Co.

Matthew B. Walley, age 33, Vice President and Director of Corporate
Communications, worked for W.P. Carey & Co. at the beginning of his career and
returned to the firm in 1996. He was elected a Vice President in April 1998.
Prior to rejoining, he served as a member of the institutional fixed income
department of Paine Webber in London, where he had responsibility for
Institutional clients and European central banks. In addition, he worked at
Unilever, implementing strategic marketing in

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London, Amsterdam, Toronto and New York. He holds an M.A. from Oxford University
and an M.B.A. from New York University's Stern School of Business.

The principal officers of Carey Fiduciary Advisors and the offices to which
they have been elected substantially are the same as those for CPA(R):14. All of
the officers and directors of Carey Fiduciary Advisors have been elected to
serve until the next annual meeting of Carey Fiduciary Advisors to be held in
1999.

SHAREHOLDINGS

Carey Property Advisors currently owns 20,000 shares, which constitutes
0.17% of the outstanding shares as of December 31, 1998. Carey Property Advisors
may not sell any of these shares during the period it serves as our advisor.
Furthermore, any resale of the 20,000 shares that Carey Property Advisors
currently owns and the resale of any shares which may be acquired by our
affiliates are subject to the provisions of Rule 144 promulgated under the
Securities Act of 1933, which rule limits the number of shares that may be sold
at any one time and the manner of such resale. Although Carey Property Advisors
is not prohibited from acquiring additional shares, Carey Property Advisors has
no options or warrants to acquire any additional shares and has no current plans
to acquire additional shares. There is no limitation on the ability of Carey
Property Advisors or its affiliates to resell any shares they may acquire in the
future. If 30,000,000 shares are sold, Carey Property Advisors will own less
than 0.07% of the shares. Carey Property Advisors has agreed to abstain from
voting any shares it now owns or hereafter acquires in any vote for the election
of directors or any vote regarding the approval or termination of any contract
with Carey Property Advisors or any of its affiliates.

MANAGEMENT DECISIONS

All of the activities of Carey Property Advisors will be managed by Carey
Fiduciary Advisors. The primary responsibility for the selection our investments
and the negotiation for these investments will reside in William P. Carey,
George E. Stoddard, Gordon F. DuGan, Gordon J. Whiting, W. Sean Sovak, Edward V.
LaPuma and Anne R. Coolidge, all of whom are officers or directors of Carey
Fiduciary Advisors. Each potential investment will be submitted for review to
the investment committee. George E. Stoddard, Chairman, Frank J. Hoenemeyer and
Nathaniel S. Coolidge currently serve as members of the investment committee.
The board of directors of Carey Fiduciary Advisors has empowered the investment
committee to authorize and approve our investments on behalf of Carey Fiduciary
Advisors, provided that the members of the committee agree unanimously on the
action to be taken. However, the board of Carey Fiduciary Advisors retains
ultimate authority to authorize and approve our investments on behalf of Carey
Property Advisors and may make these investments on our behalf without the
approval of, and irrespective of any adverse recommendation by, the investment
committee or any other person, except our board.

LIMITED LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHER AGENTS

We maintain a directors and officers liability insurance policy. The
organizational documents limit the personal liability of our directors and
officers for monetary damages to the fullest extent permitted under current
Maryland law and provide that a director or officer may be indemnified to the
fullest extent required or permitted by Maryland law. Maryland law allows
directors and officers to be indemnified against judgments, penalties, fines,
settlements, and expenses actually incurred in a proceeding unless the following
can be established:

-- the act or omission of the director or officer was material to the
cause of action adjudicated in the proceeding, and was committed in
bad faith or was the result of active and deliberate dishonesty;

-- the director or officer actually received an improper personal benefit
in money, property or services; or

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-- with respect to any criminal proceeding, the director or officer had
reasonable cause to believe his act or omission was unlawful.

Any indemnification or any agreement to hold harmless is recoverable only out of
our assets and not from the shareholders. Indemnification could reduce the legal
remedies available to us and the shareholders against the indemnified
individuals.

This provision does not reduce the exposure of directors and officers to
liability under federal or state securities laws, nor does it limit the
shareholder's ability to obtain injunctive relief or other equitable remedies
for a violation of a director's or an officer's duties to us or our
shareholders, although the equitable remedies may not be an effective remedy in
some circumstances.

Notwithstanding the foregoing, the directors, Carey Property Advisors and
their affiliates will be indemnified by us for losses arising from our operation
only if all of the following conditions are met:

-- the directors, Carey Property Advisors or their affiliates have
determined, in good faith, that the course of conduct which caused the
loss or liability was in our best interests;

-- the directors, Carey Property Advisors or their affiliates were acting
on our behalf or performing services for us;

-- the liability or loss was not the result of negligence or misconduct
by the directors, Carey Property Advisors or their affiliates; and

-- the indemnification or agreement to hold harmless is recoverable only
out of our net assets and not from its shareholders.

In addition to any indemnification to which directors and officers shall be
entitled pursuant to the General Corporation Law of Maryland, the organizational
documents provide that we shall indemnify other employees and agents to the
extent authorized by the directors, whether they are serving us or, at our
request, any other entity. We have agreed to indemnify and hold harmless Carey
Property Advisors and its affiliates performing services for us from specific
claims and liabilities arising out of the performance of its obligations under
the advisory agreement. As a result, we and our shareholders may be entitled to
a more limited right of action than they would otherwise have if these
indemnification rights were not included in the advisory agreement.

The general effect to investors of any arrangement under which any
controlling person, director or officer of CPA(R):14 is insured or indemnified
against liability is a potential reduction in distributions resulting from our
payment of premiums associated with insurance. In addition, indemnification
could reduce the legal remedies available to CPA(R):14 and the shareholders
against the officers and directors.

The Securities and Exchange Commission takes the position that
indemnification against liabilities arising under the Securities Act of 1933 is
against public policy and unenforceable. Indemnification of the directors,
officers, Carey Property Advisors or their affiliates will not be allowed for
liabilities arising from or out of a violation of state or federal securities
laws. Indemnification will be allowed for settlements and related expenses of
lawsuits alleging securities laws violations and for expenses incurred in
successfully defending any lawsuits, provided that a court either

-- approves the settlement and finds that indemnification of the
settlement and related costs should be made; or

-- there has been a dismissal with prejudice or a successful adjudication
on the merits of each count involving alleged securities law
violations as to the particular indemnitee and a court approves the
indemnification.

ADVISORY AGREEMENT

Many of the services to be performed by Carey Property Advisors and its
affiliates in managing our day-to-day activities are summarized below. This
summary is provided to illustrate the material

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functions which Carey Property Advisors and its affiliates will perform for us
and it is not intended to include all of the services which may be provided to
us by third parties.

Under the terms of the advisory agreement, Carey Property Advisors
undertakes to use its best efforts to present to us investment opportunities
consistent with our investment policies and objectives as adopted by the board.
In its performance of this undertaking, Carey Property Advisors, either directly
or indirectly by engaging an affiliate, shall (subject to the authority of the
board):

-- find, present and recommend to us a continuing series of real estate
investment opportunities consistent with our investment policies and
objectives;

-- provide advice to us, and act on our behalf with respect to the
acquisition, financing, refinancing, holding, leasing and disposition
of real estate investments;

-- make investments on our behalf in compliance with our investment
procedures, objectives and policies;

-- take the actions and obtain the services necessary to effectuate the
acquisition, financing, refinancing, holding, leasing and disposition
of real estate investments; and

-- provide day-to-day management of our business activities and the other
administrative services for us as requested by the board.

The board has authorized Carey Property Advisors to make investments in any
property on our behalf without the approval of the board if the following
conditions are satisfied:

-- Carey Property Advisors must obtain an appraisal for the property
indicating that the total cost of the property, including fees, does
not exceed the appraised value of the property; and

-- Carey Property Advisors must provide us with a representation that the
property, in conjunction with our other investments and proposed
investments, is reasonably expected to fulfill our investment
procedures, objectives and policies as established by the board and
then in effect.

The term of the advisory agreement ends on December 31, 1999 and thereafter
will be automatically renewed for successive one-year periods unless either
party shall give the other party notice of non-renewal not less than 60 days
before the end of any one-year period. Additionally, the advisory agreement may
be terminated

-- immediately by us for "cause" or upon the bankruptcy of Carey Property
Advisors or a material breach of the advisory agreement by Carey
Property Advisors,

-- without cause by a majority of the independent directors or
shareholders upon 60 days' notice, or

-- immediately with good reason by Carey Property Advisors.

"Good reason" is defined in the advisory agreement to mean either

-- any failure to obtain a satisfactory agreement from any successor to
us to assume and agree to perform our obligations under the advisory
agreement or

-- any material breach of the advisory agreement of any nature whatsoever
by us.

"Cause" is defined in the advisory agreement to mean fraud, criminal conduct,
willful misconduct or willful or negligent breach of fiduciary duty by Carey
Property Advisors or a breach of the advisory agreement by Carey Property
Advisors.

Carey Property Advisors and its affiliates expect to engage in other
business ventures and, as a result, their resources will not be dedicated
exclusively to our business. However, pursuant to the advisory agreement, Carey
Property Advisors must devote sufficient resources to the administration of
CPA(R):14 to discharge its obligations. The advisory agreement is not assignable
or transferable by either party without the consent of the other party, except
that Carey Property Advisors may assign the advisory agreement to an affiliate
that has a net worth of $5,000,000 or more or for whom W. P. Carey
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& Co. agrees to guarantee its obligations to us. Either we or Carey Property
Advisors may assign or transfer the advisory agreement to a successor entity.

Carey Property Advisors may not make any loans on our behalf without the
prior approval of a majority of the independent directors. The actual terms and
conditions of transactions involving investments in properties shall be
determined in the sole discretion of Carey Property Advisors, subject at all
times to compliance with the foregoing requirements.

Some types of transactions require the prior approval of the board,
including a majority of the independent directors, including the following:

-- investments in properties in respect of which the requirements
specified above have not been satisfied;

-- investments made through joint venture arrangements with affiliates of
Carey Property Advisors;

-- investments which are not contemplated by the terms of this
prospectus;

-- transactions that present issues which involve conflicts of interest
for Carey Property Advisors (other than conflicts involving the
payment of fees or the reimbursement of expenses);

-- investments in equity securities (other than warrants acquired in
connection with net lease transactions); and

-- the lease of assets to W. P. Carey & Co., any director or Carey
Property Advisors.

We will reimburse Carey Property Advisors for all of the costs it incurs in
connection with the services it provides to us, including, but not limited to:

-- organization and offering expenses, which include expenses
attributable to preparing the registration statement, formation and
organization of CPA(R):14, qualification of the shares for sale in the
states, escrow arrangements, filing fees and expenses attributable to
selling the shares (including, but not limited to, selling
commissions, advertising expenses, expense reimbursement, counsel and
accounting fees);

-- the annual cost of goods and materials used by us and obtained from
entities not affiliated with W. P. Carey & Co., including brokerage
fees paid in connection with the purchase and sale of securities;

-- administrative services (including personnel costs, provided, however,
that no reimbursement shall be made for costs of personnel to the
extent that personnel are used in transactions for which Carey
Property Advisors receives a separate fee);

-- rent, depreciation, leasehold improvement costs, utilities or other
administrative items generally constituting Carey Property Advisors'
overhead; and

-- acquisition expenses, which are defined to include expenses related to
the selection and acquisition of properties.

Carey Property Advisors must reimburse us at least annually for the amount
by which our operating expenses exceed the greater of 2% of our average invested
assets or 25% of our net income. To the extent that operating expenses payable
or reimbursable by us exceed this limit and the independent directors determine
that the excess expenses were justified based on unusual and nonrecurring
factors which they deem sufficient, Carey Property Advisors may be reimbursed in
future years for the full amount of the excess expenses, or any portion thereof,
but only to the extent the reimbursement would not cause our operating expenses
to exceed the limitation in any year. Within 60 days after the end of any of our
fiscal quarters for which total operating expenses for the 12 months then ended
exceed the limitation, there shall be sent to the shareholders a written
disclosure, together with an explanation of the factors the independent
directors considered in arriving at the conclusion that the excess expenses were
justified.

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Carey Property Advisors or its affiliates will be paid fees in connection
with services provided to us. See "Management Compensation." In the event the
advisory agreement is not renewed by us or is terminated by us without cause or
with good reason by Carey Property Advisors, Carey Property Advisors will be
paid all accrued and unpaid fees and expense reimbursements, any unaccrued
subordinated acquisition fees and in some circumstances will also be paid a
termination fee. See "Management Compensation." We will not reimburse Carey
Property Advisors or its affiliates for services for which Carey Property
Advisors or its affiliates are entitled to compensation in the form of a
separate fee.

INVESTMENT PROCEDURES, OBJECTIVES AND POLICIES

INVESTMENT PROCEDURES

We invest primarily in single-tenant commercial, industrial and
governmental real property, either existing or under construction, sometimes
including the attached property. Generally, our properties will be net leased to
entities Carey Property Advisors deems creditworthy under leases which will be
full recourse obligations of our tenants or their affiliates. In most cases,
each lease will require the tenant to pay all of the costs of maintenance,
insurance and real estate taxes.

In analyzing potential acquisitions, Carey Property Advisors reviews and
structures many aspects of a transaction, including the tenant, the real estate
and the lease to determine whether a potential acquisition can be structured to
satisfy our acquisition criteria. Carey Property Advisors considers the
following aspects of each transaction:

Tenant Evaluation. Carey Property Advisors evaluates each potential tenant
for its credit, management, position within its industry, operating history
and profitability. Carey Property Advisors seeks tenants it believes will
have stable or improving credit. By leasing properties to these tenants, we
can generally charge rent that is higher than the rent charged to tenants
with recognized credit and thereby enhance its current return from these
properties as compared with properties leased to companies whose credit
potential has already been recognized by the market. Furthermore, if a
tenant's credit does improve, the value of our property will likely
increase (if all other factors affecting value remain unchanged). Carey
Property Advisors may also seek to enhance the likelihood of a tenant's
lease obligations being satisfied, such as through a letter of credit or a
guaranty of lease obligations from the tenant's corporate parent. This
credit enhancement provides us with additional financial security. In
evaluating a possible investment, the creditworthiness of a tenant
generally will be a more significant factor than the value of the property
absent the lease with such tenant. While Carey Property Advisors will
select tenants it believes are creditworthy, tenants will not be required
to meet any minimum rating established by an independent credit rating
agency. Carey Property Advisors' and the investment committee's standards
for determining whether a particular tenant is creditworthy vary in
accordance with a variety of factors relating to specific prospective
tenants. The creditworthiness of a tenant is determined on a tenant by
tenant, case by case basis. Therefore, general standards for
creditworthiness cannot be applied.

Leases with Increasing Rent. Carey Property Advisors seeks to include a
clause in each lease that provides for increases in rent over the term of
the lease. These increases are generally tied to increases in indices such
as the consumer price index. In the case of retail stores, the lease may
provide for participation in gross sales above a stated level. The lease
may also provide for mandated rental increases on specific dates or other
methods that may not have been in existence or contemplated by us as of the
date of this prospectus. Carey Property Advisors seeks to avoid entering
into leases that provide for contractual reductions in rents during their
primary term.

Properties Important to Tenant Operations. Carey Property Advisors
generally seeks to acquire properties with operations that are essential or
important to the ongoing operations of the tenant. Carey Property Advisors
believes that these properties provide better protection in the event a
tenant files for bankruptcy, since leases on properties essential or
important to the operations of a
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bankrupt tenant are less likely to be terminated by a bankrupt tenant.
Carey Property Advisors also seeks to assess the income, cash flow and
profitability of the business conducted at the property so that, if the
tenant is unable to operate its business, we can either continue operating
the business conducted at the property or re-lease the property to another
entity in the industry which can operate the property profitably.

Lease Provisions that Enhance and Protect Value. When appropriate, Carey
Property Advisors attempts to include provisions in its leases that require
its consent to specified tenant activity or require the tenant to satisfy
specific operating tests. These provisions include, for example,
operational and financial covenants of the tenant, prohibitions on a change
in control of the tenant and indemnification from the tenant against
environmental and other contingent liabilities. These provisions protect
our investment from changes in the operating and financial characteristics
of a tenant that may impact its ability to satisfy its obligations to us or
could reduce the value of our properties.

Diversification. Carey Property Advisors will attempt to diversify our
portfolio to avoid dependence on any one particular tenant, type of
facility, geographic location or tenant industry. By diversifying our
portfolio, Carey Property Advisors reduces the adverse effect of a single
under-performing investment or a downturn in any particular industry or
geographic region.

Carey Property Advisors uses a variety of other strategies in connection
with its acquisitions. These strategies include attempting to obtain equity
enhancements in connection with transactions. Typically, the equity enhancements
involve warrants to purchase stock of the tenant or the stock of the parent of
the tenant. If the value of the stock exceeds the exercise price of the warrant,
equity enhancements helps us to achieve our goal of increasing funds available
for the payment of distributions.

As a transaction is structured, it is evaluated by the chairman of Carey
Property Advisors' investment committee. Before a property is acquired, the
transaction is reviewed by the investment committee to ensure that it satisfies
our investment criteria. The investment committee is not directly involved in
originating or negotiating potential acquisitions, but instead functions as a
separate and final step in the acquisition process. Carey Property Advisors
places special emphasis on having experienced individuals serve on its
investment committee and does not invest in a transaction unless it is approved
by the investment committee.

We believe that the investment committee review process gives us a unique
competitive advantage over other net lease companies because of the substantial
experience and perspective that the investment committee has in evaluating the
blend of corporate credit, real estate and lease terms that combine to make an
acceptable risk.

The following people serve on the investment committee:

-- George E. Stoddard, Chairman, was formerly responsible for the direct
corporate investments of The Equitable Life Assurance Society of the
United States and has been involved with the CPA(R) programs for over
19 years.

-- Frank J. Hoenemeyer, Vice Chairman, was formerly Vice Chairman,
Director and Chief Investment Officer of The Prudential Insurance
Company of America. As Chief Investment Officer, Mr. Hoenemeyer was
responsible for all of Prudential's investments, including stocks,
bonds, private placements, real estate and mortgages.

-- Nathaniel S. Coolidge previously served as Senior Vice
President -- Head of Bond & Corporate Finance Department of the John
Hancock Mutual Life Insurance Company. His responsibility included
overseeing fixed income investments for Hancock, its affiliates and
outside clients.

-- Lawrence R. Klein is the Benjamin Franklin Professor of Economics
Emeritus at the University of Pennsylvania and its Wharton School. Dr.
Klein has been awarded the Alfred Nobel Memorial Prize in Economic
Sciences and currently advises various governments and government
agencies. Dr. Klein is an alternate member of the investment
committee.
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Each property purchased by us will be appraised by an independent
appraiser. We will not purchase any property that has a total property cost (the
purchase price of the property plus all acquisition fees) which is in excess of
its appraised value. These appraisals may take into consideration, among other
things, the terms and conditions of the particular lease transaction, the
quality of the lessee's credit and the conditions of the credit markets at the
time the lease transaction is negotiated. The appraised value may be greater
than the construction cost or the replacement cost of a property, and the actual
sale price of a property if sold by us may be greater or less than the appraised
value.

Carey Property Advisors' practices include performing evaluations of the
physical condition of properties and performing environmental surveys in an
attempt to determine potential environmental liabilities associated with a
property prior to its acquisition. We intend to exercise due diligence to
discover potential environmental liabilities prior to the acquisition of any
property, although there can be no assurance that hazardous substances or wastes
(as defined by present or future Federal or state laws or regulations) will not
be discovered on the property. See "Risk Factors -- Potential liability for
environmental matters could adversely affect our financial condition." We will
also consider factors peculiar to the laws of foreign countries, in addition to
the risk normally associated with real property investments, when considering an
investment located outside the United States. See "Risk Factors -- International
investments involve additional risks."

INVESTMENT OBJECTIVES

Our objectives are:

- TO PAY QUARTERLY DISTRIBUTIONS AT AN INCREASING RATE THAT FOR TAXABLE
SHAREHOLDERS MAY BE PARTIALLY FREE FROM CURRENT TAXATION. Our
distribution rate is calculated by dividing quarterly cash distribution
from operations by the amount of equity raised less amounts distributed
to investors from the sale of properties and financings. Although the
cash amount of a distribution may go down during the life of CPA(R):14,
the distribution rate may continue to increase. If the total amount
received by us from the sale of our properties is less than the total
amount we invested, a portion of the distributions will represent a
return of the money originally invested and not a return on the
investment. There can be no assurance that we will pay regular
distributions or that the distribution rate will increase. While prior
CPA(R) programs have occasionally used working capital to pay a portion
of some distributions, cash flows from operating activities have
generally exceeded distributions paid. See "Distributions."

- TO PURCHASE A PORTFOLIO OF REAL ESTATE THAT WILL INCREASE IN VALUE. An
individual investing directly in real estate would not have to pay the
organization and offering expenses we will pay. Therefore, we must
realize a greater level of operating income from, and/or appreciation in
the value of, our real estate in order for an investor to realize the
same return he would realize if an investor invested directly in and
operated the real estate purchased by us.

- TO INCREASE THE EQUITY IN OUR REAL ESTATE BY MAKING REGULAR MORTGAGE
PRINCIPAL PAYMENTS. We will realize our objective of increasing our
equity in our properties by making regular mortgage principal payments
from income generated from the properties only if properties are sold by
us for an amount equal to or greater than the original equity investment
plus the remaining mortgage balance.

There can be no assurance that all or any of these objectives will be
achieved or that all of these objectives will be achieved with respect to each
property. See "Prior Offerings by Affiliates" for a description of the
experience of the CPA(R) programs in making investments similar to our
investment objectives. See "Risk Factors" for a description of risks associated
with our investments. We also may make loans on income-producing properties,
which loans may have some form of equity participation.

The primary investment objectives of the CPA(R) programs are similar to
ours. The first nine CPA(R) programs have been consolidated into Carey
Diversified LLC. Based on the trading price of the shares of Carey Diversified
at the time of the consolidation and distributions made before the
consolidation, the

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value of all but one of the portfolios of the first nine CPA(R) programs
exceeded the aggregate purchase price of the properties.

TYPES OF INVESTMENTS

Substantially all of our investments will be income-producing property
which is, upon acquisition, improved or being developed or which is being or
will be developed within a reasonable period after its acquisition. Investments
will not be restricted as to geographical areas, but it is expected that most of
the investments will be made within the United States. See "Risk
Factors -- International investments involves additional risks." With the
exception of proposed investments described in this prospectus or a supplement
to this prospectus, prospective investors will not be able to evaluate the
merits of our investments or the terms of any dispositions. See "Risk
Factors -- Our success will be dependent on the performance of Carey Property
Advisors."

It is anticipated that many of the properties we purchase will be acquired
from entities that simultaneously lease the properties from us. These
sale-leaseback transactions provide the lessee company with a source of capital
as an alternative to other financing sources such as borrowing, mortgaging real
property, issuing bonds or selling shares of common stock. The prospects for the
seller/lessee's enterprise and the financial strength of the seller/lessee will
be important aspects of the sale and leaseback of a property, particularly a
property specifically suited to the needs of the lessee. Carey Property Advisors
will examine the financial statements of the lessee, if available, to evaluate
the financial capability of the lessee and its ability to perform the terms of
the purchase and leaseback agreement and, where appropriate, will examine the
available operating results of properties to determine whether or not projected
rental levels are likely to be met. Whether a prospective tenant is creditworthy
will be determined by Carey Property Advisors or the board. Creditworthy does
not necessarily mean "investment grade."

We anticipate that some of our sale-leasebacks will be in conjunction with
acquisitions, recapitalizations and other financial restructurings. In some of
these transactions, the acquiring entities typically purchase all or
substantially all of the stock or assets of a company, and the acquired company
or its successor in interest becomes obligated on the substantial loans
necessary to finance the acquisition. We may act as one of several sources of
financing for these transactions by purchasing real property from the seller of
the subject company and net leasing it to the company or its successor in
interest (the lessee). See "Risk Factors -- Our tenants that are highly
leveraged may be unable to pay rent."

In selecting properties in which to make investments, Carey Property
Advisors will consider the extent to which a particular property may generate
depreciation. Depreciation deductions may reduce our taxable income which may
enable us to pay distributions which are partially free from current taxation.
We depreciate our real estate for tax purposes on a straight line basis over a
40-year period, except where the Internal Revenue Code requires a different
depreciation period, as it may with respect to property leased to governments
and to foreign lessees. See "United States Federal Income Tax Considerations."

Carey Property Advisors may structure some lease transactions so that the
leases will not be recognized as leases for federal income tax purposes. To the
extent a lease is not considered a lease for federal income tax purposes, we
would not be able to depreciate the property subject to the lease and may lose
some other tax benefits. See "United States Federal Income Tax
Considerations -- Sale-Leaseback Transactions." In structuring these lease
transactions, Carey Property Advisors will attempt to obtain additional
consideration from the tenant to compensate us for any lost tax benefits.
However, there can be no assurance that any additional consideration will be
received or, if received, that it will be sufficient to fully compensate us for
lost tax benefits.

In some circumstances, we grant tenants a right to purchase the property
leased by the tenant. The option purchase price is generally the greater of the
contract purchase price and the fair market value of the property at the time
the option is exercised.
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Investments in Loans

Carey Property Advisors may structure an investment as a loan in situations
in which a standard net lease transaction would have an adverse impact on the
seller of a property or otherwise would be inappropriate for us. Carey Property
Advisors would attempt to structure any loan in a manner that would provide us
with an economic return similar to that which we could expect to receive had the
investment been structured as a net lease transaction. Any transaction
structured as a loan must otherwise meet our investment criteria. The directors,
including a majority of the independent directors, must approve any transaction
structured as a loan.

Some of the loans made, purchased or otherwise acquired by us, in addition
to providing for base interest at a fixed or variable rate, may allow us to
participate in the economic benefits of any increase in the value of the
property securing repayment of the loan, as though we were an equity owner of a
portion of the property. In addition, it is possible that the participations may
take other forms where available or deemed appropriate. See "United States
Federal Income Tax Considerations -- Requirements for Qualification." The forms
and extent of the participations we receive will vary with each transaction
depending on factors such as the equity investment, if any, of the borrower,
credit support provided by the borrower, the interest rate on our loans and the
anticipated and actual cash flow from the underlying real property. Our loans
may include first mortgage loans, leasehold mortgage loans and conventional
mortgage loans without equity enhancements. Loans are not expected to comprise a
significant portion of our portfolio.

Any loans will be secured by various types of real property as well as
personal or mixed property connected with the real property. The loans generally
will be secured by property with a demonstrable income-producing potential. In
determining whether to make loans, Carey Property Advisors will analyze relevant
property and financial factors which may include the condition and use of the
subject property, its income-producing capacity and the quality, experience and
creditworthiness of the owner of the property.

We anticipate that our loans will either include provisions permitting us
to cause the entire unpaid principal amount to become due within 15 years or be
fully amortized within that period. Our lending activity may consist of the
origination of loans or the purchase of existing loans. We may make both
long-term and short-term loans. We will not make or invest in loans that are
subordinate to any mortgage held by W. P. Carey & Co., Carey Property Advisors,
the directors or their affiliates.

We will require that a mortgagee's title insurance policy or commitment as
to the lien priority of a mortgage or the condition of title be obtained. We
will obtain independent appraisals for underlying real property, which we will
maintain in our records for at least five years and will be available for
inspection and duplication by any shareholder at our offices. However, Carey
Property Advisors generally will rely on its own independent analysis and not
exclusively on appraisals in determining whether to make a particular loan. It
should be noted that appraisals are estimates of value and should not be relied
upon as measures of true worth or realizable value. We will not make a loan when
the amount we advance plus the amount of any existing loans that are equal or
senior to our loan exceeds 100% of the appraised value of the underlying real
property. In making loans that exceed 85% of the appraised value of any
underlying real property, Carey Property Advisors will consider additional
underwriting criteria such as the net worth of the borrower, the borrower's
credit rating, if any, the anticipated cash flow of the borrower, any additional
collateral provided by the borrower and other factors Carey Property Advisors
deems appropriate.

Joint Ventures and Wholly-Owned Subsidiaries

We may enter into joint ventures or general partnerships and other
participations with real estate developers, owners and others for the purpose of
obtaining an equity interest in a property or properties in accordance with our
investment policies. These investments permit us to own interests in large
properties without unduly restricting the diversity of our portfolio. We will
not enter into a joint venture to make an investment that we would not be
permitted to make on our own. In making equity
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investments with third parties, we are prohibited from participating with
non-affiliates unless we acquire a controlling interest in the investment. A
"controlling interest" means an equity interest possessing the power to direct
or cause the direction of the management and policies of the joint venture or
general partnership. In transactions in which both non-affiliated entities and
our affiliates are participants, a controlling interest is determined by
aggregating our equity interests with any affiliate participating in the
transaction, provided the affiliate has investment objectives substantially
similar to ours. See "Risk Factors -- Our participation in joint ventures
creates additional risks."

We may participate jointly with publicly registered investment programs or
other entities sponsored or managed by Carey Property Advisors in investments as
tenants-in-common or in some other joint venture arrangement. Joint ventures
with affiliated programs will be permitted only if:

-- a majority of the directors (including a majority of the independent
directors) not otherwise interested in the transaction approve the
transaction as being fair and reasonable to us;

-- the affiliated program or entity makes its investment on substantially
the same terms and conditions as us; and

-- we and the affiliated program or entity each have a right of first
refusal to purchase the investment if the other program wishes to sell
the investment.

It is not likely that we will have money available to exercise this right of
first refusal and we have made no determination as to whether it would borrow
funds or liquidate assets in order to exercise any option. We will not otherwise
participate in joint investments with Carey Property Advisors or its affiliates.
The cost of structuring joint investments will be shared ratably by us and
participating investors.

We have and will form wholly-owned subsidiary corporations to purchase
properties in some jurisdictions where the acquisition of properties through the
use of such a separate entity would have a beneficial effect on our taxable
income for state tax purposes or for other reasons deemed to be beneficial.
These subsidiary corporations are usually formed for the sole purpose of
acquiring a specific property or properties located in one or more states and
would have organizational documents

-- that are substantially similar to our organizational documents;

-- that comply with all applicable state securities laws and regulations;
and

-- that comply with the applicable terms and conditions set forth in this
prospectus.

We have made and will make loans to our wholly-owned subsidiaries and we have
and will guaranty the obligations of these subsidiaries.

Other Investments

We may invest up to 10% of our net equity in unimproved or
non-income-producing real property and in "equity interests." Investment in
equity interests in the aggregate will not exceed 5% of our net equity. "Equity
interests" are defined generally to mean stock, warrants or other rights to
purchase the stock of, or other interests in, a tenant of a property, an entity
to which we lend money or a parent or controlling person of a borrower or
tenant. We will invest in unimproved or non-income-producing property which
Carey Property Advisors believes will appreciate in value or which will increase
the value of an adjoining or neighboring properties we own. There can be no
assurance that these expectations will be realized. We anticipate that most
equity interests will be "restricted securities" as defined in Rule 144
promulgated under the Securities Act of 1933. Under this rule, we may be
prohibited from reselling the equity securities without limitation until we have
fully paid for and held the securities for one year. The issuer of equity
interests in which we invest may never register the interests under the
Securities Act of 1933. Whether an issuer registers its securities under the
Securities Act of 1933 may depend on the success of its operations.

We will exercise warrants or other rights to purchase stock only if the
value of the stock at the time the rights are exercised exceeds the exercise
price. Payment of the exercise price shall not be deemed an
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investment subject to the above described limitations. We may borrow funds to
pay the exercise price on warrants or other rights or may pay the exercise price
from funds held for working capital and then repay the loan or replenish the
working capital upon the sale of the securities or interests purchased. We will
not pay distributions out of the proceeds of the sale of these interests until
any funds borrowed to purchase the interest have been fully repaid. We will
invest in equity interests which Carey Property Advisors believes will
appreciate in value. There can be no assurance, however, that this expectation
will be realized.

We will not invest in real estate contracts of sale unless the contracts of
sale are in recordable form and are appropriately recorded in the applicable
chain of title, provided, however, that in no event shall investments in these
contracts exceed 1% of total assets.

There can be no assurance as to when our capital may be fully invested in
properties. See "United States Federal Income Tax Considerations -- Requirements
for Qualification." Pending investment, the balance of the proceeds of this
offering will be invested in permitted temporary investments, which include
short-term U.S. Government securities, bank certificates of deposit and other
short-term liquid investments. To maintain its REIT status, we also may invest
in securities that qualify as "real estate assets" and produce qualifying income
under the REIT provisions of the Internal Revenue Code. Any investments in other
REITs in which W. P. Carey & Co., Carey Property Advisors or any director is an
affiliate must be approved as being fair and reasonable by a majority of the
directors (including a majority of the independent directors) who are not
otherwise interested in the transaction. If all the proceeds derived from this
offering are not invested or committed to be invested by us prior to the
expiration of the later of twenty-four months after the date of this prospectus
or one year after the termination of this offering, then the proceeds not so
invested or committed will, promptly after the expiration of such period, be
distributed pro rata to the shareholders as a return of capital, without any
deductions for organizational and offering expenses or acquisition expenses. For
the purpose of this provision, funds will be deemed to have been committed to
investment as required and will not be returned to shareholders if written
agreements in principle have been executed at any time prior to the expiration
of the period, regardless of whether the investments are made, and also to the
extent any funds have been reserved to make contingent payments in connection
with any property, regardless of whether the payments are made.

If at any time the character of our investments would cause us to be deemed
an "investment company" for purposes of the Investment Company Act of 1940, we
will take the necessary action to ensure that we are not deemed to be an
"investment company." Carey Property Advisors will continually review our
investment activity to attempt to ensure that we do not come within the
application of the Investment Company Act of 1940. Among other things, they will
attempt to monitor the proportion of our portfolio that is placed in various
investments so that we do not come within the definition of an investment
company under the act. We have been advised by counsel that if we operate in
accordance with the description of our proposed business in this prospectus, we
will not be deemed an "investment company" for purposes of the Investment
Company Act of 1940.

Our working capital and other reserves will be invested in permitted
temporary investments. Carey Property Advisors will evaluate the relative risks
and rate of return, our cash needs and other appropriate considerations when
making short-term investments on our behalf. The rate of return of permitted
temporary investments may be less than or greater than would be obtainable from
real estate investments.

We may purchase property from W. P. Carey & Co., Carey Property Advisors,
the directors or their affiliates only if:

-- a majority of the independent directors and a majority of the
directors who otherwise are not interested in the transaction approve
the transaction as being fair and reasonable to us;

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-- the property was acquired by W. P. Carey & Co., Carey Property
Advisors, director or affiliate for the purpose of facilitating its
purchase by us, facilitating the borrowing of money or the obtaining
of financing for us or any other purpose related to our business;

-- the property is purchased by us for a price no greater than the cost
to the affiliate (provided, however, that the price may be greater
than the cost to the affiliate, but in no event more than the
appraised value, if the affiliate has taken significant action or has
made an additional investment with regard to the property after its
purchase which action or investment has increased the value of the
property); and

-- there is no adverse difference in the interest rates of the loans
secured by the property at the time acquired by W. P. Carey & Co.,
Carey Property Advisors, director or affiliate and at the time
purchased by us nor any other detriment to us arising out of the
transaction.

We will receive all profits or losses from any property held on an interim basis
by W. P. Carey & Co., Carey Property Advisors, director or affiliate thereof
other than an affiliate that is a public program or entity.

We will not sell properties to W. P. Carey & Co., Carey Property Advisors,
a director or any affiliate of any of the foregoing except pursuant to the
exercise of a right of first refusal by an affiliated joint venture partner.

USE OF BORROWING

While one our investment objectives will be diversification, the number of
different properties we can acquire will be affected by the amount of funds
available to us. Our goal, subject to the availability of mortgage financing, is
to borrow approximately 60% of the purchase price of all properties, but there
is no limit on borrowings on individual properties.

Our ability to increase our diversification through borrowing could be
adversely impacted by the reduced availability of financing secured by
commercial real estate generally and specifically by single-tenant net-leased
real property, whether due to fewer financing sources, such as commercial banks
and insurance companies, or due to the reduced lending activity by those sources
continuing in that line of business. When interest rates on mortgage loans are
high or financing is otherwise unavailable on a timely basis, we may purchase
certain properties for cash with the intention of obtaining a mortgage loan for
a portion of the purchase price at a later time. While the number of lenders
making loans secured by commercial real estate has decreased in recent years,
the CPA(R) programs have not encountered significant difficulty in obtaining
mortgage financing from institutional lenders such as insurance companies to
replace financing which previously might have been obtained from commercial
banks or savings and loans. However, there can be no assurance that we will be
able to achieve our borrowing objective.

There is no limitation on the amount we may invest in any single improved
property or on the amount we can borrow for the purchase of any property.
Aggregate borrowings as of the time that the net proceeds of the offering have
been fully invested and at the time of each subsequent borrowing may not exceed
75% of the value of all properties unless the excess is approved by a majority
of the independent directors and disclosed to shareholders in our next quarterly
report, along with the reason for the excess. For purposes of determining the
maximum allowable amounts of indebtedness, "value" means the lesser of

-- the total appraised value of the properties as reflected in the most
recently obtained appraisal for each property, or

-- the total value of our assets as reflected in the most recently
completed valuation.

It is expected that, by operating on a leveraged basis, we will have more
funds available and, therefore, will make more investments than would otherwise
be possible, resulting in a more diversified portfolio. Although our liability
for the repayment of indebtedness is expected to be limited to the value
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of the property securing the liability and the rents or profits derived
therefrom, leveraging increases risks to us because mortgage principal and
interest payments as well as other fixed charges must be paid in order to
prevent foreclosure on leveraged properties by mortgagees regardless of the
generation of income by properties. See "Risk Factors -- Our use of debt to
finance acquisitions could adversely affect our cash flow." To the extent that
we do not obtain mortgage loans on our properties, our ability to acquire
additional properties will be restricted. Carey Property Advisors will use its
best efforts to obtain financing on the most favorable terms available to us.
Lenders may have recourse to our other assets in limited circumstances not
related to the repayment of the indebtedness.

Lenders may also seek to include in the terms of mortgage loans provisions
making the termination or replacement of Carey Property Advisors an event of
default or an event requiring the immediate repayment of the full outstanding
balance of the loan. We will not agree to the inclusion of these provisions and
will attempt to negotiate loan terms allowing us to replace or terminate Carey
Property Advisors if the action is ordered by the board. The replacement or
termination may, however, require the prior consent of the mortgage lenders.

Carey Property Advisors will refinance properties during the term of a loan
only in limited circumstances, such as when a decline in interest rates makes it
profitable to prepay an existing mortgage, when an existing mortgage matures or
if an attractive investment becomes available and the proceeds from the
refinancing can be used to purchase such investment. The benefits of the
refinancing may include an increased cash flow resulting from reduced debt
service requirements, an increase in distributions from proceeds of the
refinancing, if any, and/or an increase in property ownership if some
refinancing proceeds are reinvested in real estate.

OTHER INVESTMENT POLICIES

General

If at any time we do not have sufficient funds to provide that portion of
the total property cost of any property normally paid with our equity but would
have sufficient funds if we could use the offering proceeds being held in
escrow, funds may be borrowed from affiliates of Carey Property Advisors or from
third parties on a short-term basis. Any financing obtained from Carey Property
Advisors or its affiliates may not have terms less advantageous to us than those
available from independent third parties and may not require a prepayment charge
or penalty. The interest rate charged on any financing obtained from Carey
Property Advisors or its affiliates will be equal to the lesser of 1% above the
prime rate of interest published in the Wall Street Journal or the rate that
would be charged to us by unrelated lending institutions on comparable loans for
the same purpose. See "Conflicts of Interest -- Purchases and Loans from
Affiliates." We may assign, as security for borrowings made from third parties,
our right to receive up to 85% of the offering proceeds being held in escrow
(excluding interest and amounts held on behalf of qualified plans and IRAs). See
"The Offering -- Escrow Arrangements."

At any time, subject to the approval of a majority of the independent
directors, we may borrow funds from affiliates of either Carey Property Advisors
or third parties on a short-term basis sufficient to provide the portion of the
purchase price of any property not paid with net offering proceeds (i.e., the
debt portion) if

- we are unable to obtain a permanent loan or, in our judgment or in the
judgment of Carey Property Advisors, it is not in our best interests to
obtain a permanent loan at the interest rates then prevailing, and

- Carey Property Advisors has reason to believe that we will be able to
obtain a permanent loan on or prior to the end of the loan term.

These short-term loans may be fully or partially amortized, may provide for the
payment of interest only during the term of the loan or may provide for the
payment of principal and interest only upon maturity. In addition, these loans
may be secured by a first or junior mortgage on the property to be acquired or
by a pledge of or security interest in the offering proceeds that are being held
in escrow

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which are to be received from the sale of our shares. Any short-term loan from
affiliates of Carey Property Advisors will bear interest at a rate equal to the
lesser of 1% above the prime rate of interest published in the Wall Street
Journal or the rate that would be charged to us by unrelated lending
institutions on comparable loans for the same purpose in the locality of the
property. See "Conflicts of Interest -- Loans from Affiliates."

Holding Period for Investments and Application of Proceeds of Sales or
Refinancings

We intend to hold each property we acquire for an extended period. However,
circumstances might arise which could result in the early sale of some
properties. A property may be sold before the end of the expected holding period
if

- the lessee has involuntarily liquidated;

- in the judgment of Carey Property Advisors, the value of a property might
decline radically;

- an opportunity has arisen to improve other properties;

- we can increase cash flow through the disposition of the property;

- the lessee is in default under the lease; or

- in our judgment or in the judgment of Carey Property Advisors, the sale
of the property is in our best interests.

The determination of whether a particular property should be sold or
otherwise disposed of will be made after consideration of relevant factors,
including prevailing economic conditions, with a view to achieving maximum
capital appreciation. No assurance can be given that the foregoing objective
will be realized. The selling price of a property which is net leased will be
determined in large part by the amount of rent payable under the lease. If a
tenant has a repurchase option at a formula price, we may be limited in
realizing any appreciation. In connection with our sales of properties we may
lend the purchaser all or a portion of the purchase price. In these instances,
our taxable income may exceed the cash received in the sale. See "United States
Federal Income Tax Considerations -- Qualification as a REIT -- Distribution
Requirement." The terms of payment will be affected by custom in the area in
which the property being sold is located and the then prevailing economic
conditions. To the extent that we receive purchase money mortgages rather than
cash in connection with sales of properties, there may be a delay in making
distributions to shareholders. A decision to provide financing to such
purchasers would be made after an investigation into and consideration of the
same factors regarding the purchaser, such as creditworthiness and likelihood of
future financial stability, as are undertaken when we consider a net lease
transaction. See "United States Federal Income Tax Considerations."

If our shares are not listed for trading on a national securities exchange
or included for quotation on Nasdaq (which listing or inclusion for quotation
must be approved by the directors, a majority of the independent directors and
the Carey Fiduciary Advisors board), the properties generally will be liquidated
beginning five to ten years after the net proceeds of this offering are fully
invested. In making the decision to apply for listing of the shares, the board
will try to determine whether listing the shares or liquidating will result in
greater value for the shareholders. It cannot be determined at this time the
circumstances, if any, under which the directors will agree to list the shares.
CPA(R):10, CIP(R) and CPA(R):12 have listing provisions similar to provisions
for the listing of the shares and as of the date of the prospectus, none of them
have listed their shares. Even if the shares are not listed or included for
quotation, we are under no obligation to liquidate our portfolio within this
period since the precise timing will depend on real estate and financial
markets, economic conditions of the areas in which the properties are located
and federal income tax effects on shareholders which may prevail in the future.
Furthermore, there can be no assurance that we will be able to liquidate our
portfolio and it should be noted that we will continue in existence until all
properties are sold and our other assets are liquidated.

We continually may reinvest the proceeds of property sales in investments
that we or Carey Property Advisors believes will satisfy our investment
policies. If the shares are not listed for trading on
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a national securities exchange or included for quotation on Nasdaq, we will
cease reinvesting our capital beginning eight years after the proceeds from the
offering are fully invested unless the directors (including a majority of the
independent directors) determine that, in light of our expected life at any
given time, it is deemed to be in the best interest of the shareholders to
reinvest proceeds from property sales or refinancings. See "United States
Federal Income Tax Considerations."

INVESTMENT LIMITATIONS

Numerous limitations are placed on the manner in which we may invest its
funds. These limitations cannot be changed unless the bylaws are amended, which
requires the approval of the shareholders. Unless the bylaws are amended, we
will not:

-- invest in commodities or commodity futures contracts, with this
limitation not being applicable to futures contracts when used solely
for the purpose of hedging in connection with our ordinary business of
investing in real estate assets and mortgages;

-- invest in contracts for the sale of real estate unless the contract is
in recordable form and is appropriately recorded in the chain of
title;

-- engage in any short sale or borrow on an unsecured basis, if the
borrowing will result in asset coverage of less than 300%. "Asset
coverage," for the purpose of this clause means the ratio which the
value of our total assets, less all liabilities and indebtedness for
unsecured borrowings, bears to the aggregate amount of all of our
unsecured borrowings;

-- make investments in unimproved property or indebtedness secured by a
deed of trust or mortgage loans on unimproved property in excess of
10% of our total assets. "Unimproved real property" means property
which has the following three characteristics:

] an equity interest in property which was not acquired for the purpose
of producing rental or other operating income;

] no development or construction is in process on the property; and

] no development or construction on the property is planned in good
faith to commence on the property within one year of acquisition;

-- issue equity securities on a deferred payment basis or other similar
arrangement;

-- issue debt securities in the absence of adequate cash flow to cover
debt service;

-- issue equity securities which are non-voting or assessable;

-- issue "redeemable securities" as defined in Section 2(a)(32) of the
Investment Company Act of 1940;

-- grant warrants and/or options to purchase shares to Carey Property
Advisors, directors or affiliates thereof except on the same terms as
the options or warrants are sold to the general public and the amount
of the options or warrants does not exceed an amount equal to 10% of
the outstanding shares on the date of grant of the warrants and
options;

-- engage in trading, as compared with investment activities, or engage
in the business of underwriting or the agency distribution of
securities issued by other persons;

-- invest more than 5% of the value of our assets in the securities of
any one issuer if the investment would cause us to fail to qualify as
a REIT;

-- invest in securities representing more than 10% of the outstanding
voting securities of any one issuer if the investment would cause us
to fail to qualify as a REIT;

-- acquire securities in any company holding investments or engaging in
activities prohibited in the foregoing clauses;

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-- lend money to or lease property to or from Carey Property Advisors or
its affiliates;

-- sell property to W. P. Carey & Co., Carey Property Advisors, a
director or any affiliate of any of the foregoing;

-- offer shares in exchange for property;

-- make or invest in mortgage loans that are subordinate to any mortgage
or equity interest of Carey Property Advisors, directors, W. P. Carey
& Co. or our affiliates;

-- make loans where the amount advanced by us plus the amount of any
existing loans that are equal or senior to our loan exceeds 100% of
the appraised value of the property; or

-- invest more than 20% of the net proceeds from the offering for the
purchase of land separate from the improvements thereon or expected to
be constructed thereon.

CHANGE IN INVESTMENT OBJECTIVES AND LIMITATIONS

The bylaws require that the independent directors review our investment
policies at least annually to determine that the policies we are following are
in the best interest of the shareholders. Each determination and the basis
therefor shall be set forth in our minutes. The methods of implementing our
investment policies also may vary as new investment techniques are developed.
The methods of implementing our investment procedures, objectives and policies,
except as otherwise provided in the organizational documents, may be altered by
a majority of the directors (including a majority of the independent directors)
without the approval of the shareholders.

HOLDERS OF SHARES OF THE COMPANY

As of April 30, 1999, we had issued 16,028,173 shares, of which 20,000
shares were held by Carey Property Advisors.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and notes thereto for 1998. The following discussion
includes forward looking statements. Forward looking statements, which are based
on certain assumptions, describe our future plans, strategies and expectations.
These statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievement to be
materially different from the results of operations or plan expressed or implied
by these forward looking statements. Accordingly, this information should not be
regarded as representations that the results or condition described in these
statements or objectives and plans will be achieved.

Corporation Property Associates 14 Incorporated was formed in 1997 for the
purpose of engaging in the business of investing in and owning commercial and
industrial real estate. In December 1997, we commenced a public offering of
common stock at $10 per share on a "best efforts" basis for up to 30,000,000
shares ($300,000,000). As of December 31, 1998, we had issued 11,817,901 shares
($118,179,010).

We are using the proceeds from the public offerings, and intend to use
limited recourse mortgage financing, to purchase properties and enter into
long-term net leases with corporate tenants. A net lease is structured to place
some of the economic burdens of ownership on these corporate tenants by
requiring them to pay the costs of maintenance and repair, insurance and real
estate taxes. The leases have generally been structured to include periodic rent
increases that are stated or based on increases in the consumer price index or,
for retail properties, provide for additional rents based on sales in excess of
a specified base amount.

Our primary objectives are to provide rising cash flow and property values,
protecting our investors from the effects of inflation through rent escalation
provisions, property appreciation, tenant credit improvement and regular paydown
of limited recourse mortgage debt. In addition, we have successfully
63
<PAGE> 64

negotiated grants of common stock warrants from selected tenants and expect to
realize the benefits of appreciation from those grants. We cannot guarantee that
our objectives will be ultimately achieved.

The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of
an Enterprise and Related Information", which is effective for fiscal years
beginning after December 15, 1997. This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Operating segments are components of an
enterprise about which financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. Management evaluates the performance of
our portfolio of properties as a whole, rather than by identifying discrete
operating segments. This evaluation includes assessing our ability to meet
distribution objectives, increase the dividend and increase value by evaluating
potential investments in single tenant net lease real estate and by seeking
favorable limited recourse mortgage financing opportunities.

FINANCIAL CONDITION:

We are using the net proceeds from our offering (except for approximately
1% to establish a working capital reserve) along with limited recourse mortgage
financing to purchase a diversified portfolio of commercial and industrial real
estate and enter into long-term leases with corporate tenants on a net lease,
single tenant basis. Under a net lease, a tenant is generally required to pay
all expenses related to the leased property in order to limit our exposure to
the effects of increases in real estate taxes and property maintenance and
insurance costs. Our leases, which we expect to have initial lease terms of 15
to 25 years, typically include rent increase provisions which are fixed or based
upon increases in the Consumer Price Index. As of December 31, 1998, we have
raised over $105,700,000, net of costs, and had used approximately $79,189,000
to purchase real estate and interests in two single purpose entities formed with
affiliates that have the same investment objectives as us. since December 31,
1998, the Company has issued an additional 4,190,272 shares of common stock
($41,902,720) and invested an additional $17,445,000 in real estate.

We have devoted a substantial portion of our resources to build-to-suit
projects because CPA(R):14's Advisor, Carey Property Advisors, has concluded
that they should provide a much better return on investment than many other
opportunities being evaluated by our Advisor. To date, we have has entered into
build-to-suit commitments in connection with our lease with Metagenics
Incorporated for a property in San Clemente, California and a building in
Hayward, California leased to Etec Systems, Inc. that we own with an affiliate
through an interest in a limited liability company. Remaining costs on the
Metagenics property are $7,152,000. The Etec project is expected to be completed
during the quarter ended June 30, 1999. We have funded $26,970,000 towards our
49.99% interest in the Etec project. Our equity contribution for the Etec
project, which is expected to be completed in May 1999, will be approximately
$11,178,000 after proceeds from a mortgage commitment on the property are
distributed. After completion of the Etec project, our share of annual cash
flow(rents less mortgage debt service) from this investment is expected to be
approximately 41,234,000. In addition, our share of the annual cash flow from
our investment with two affiliates in a property in Sunnyvale, California net
leased to Advanced Micro Devices, Inc. is $1,066,000. The advanced Micro Devices
property was purchased in December 1998.

We intend to use the cash flow from our net leases to fund quarterly
dividends at an increasing rate, and pay debt service installments on limited
recourse mortgage debt. For 1998, cash flow from operations of $1,706,000 was
sufficient to pay quarterly dividends of 41,324,000. We entered into our first
net lease in June 1998 and paid our first quarterly dividend in July 1998. we
did not obtain any mortgage financing in 1998.

In connection with the purchase of our properties, we require the sellers
to perform environmental reviews. Management believes, based on the results of
these reviews, that our properties were in substantial compliance with Federal
and state environmental statues at the time the properties were

64
<PAGE> 65

acquired. Tenants are generally subject to environmental statutes and
regulationsregarding the discharge of hazardous materials and any related
remediation obligations. In addition, our leases generally require tenants to
indemnify us fully from all liabilities and losses related to the leased
properties with provisions of the indemnification specifically addressing
environmental matters. The leases generally include provisions that allow for
periodic environmental assessments, paid for by the tenant, and allow us to
extend leases until a tenant has satisfied its environmental obligations. We
also attempt to negotiate lease provisions to require financial assurances from
tenants such as performance bonds or letters of credit if the costs of
remediating environmental conditions are, in our estimation, in excess of
specified amounts. Accordingly, we believe that the ultimate resolution of any
environmental matters would not have a material adverse effect on our financial
condition, liquidity or results of operations.

The "Year 2000 issue" refers to the series of problems that have resulted
or may result from the inability of some computer software and embedded
processes to properly process dates. This shortcoming could result in the
failure or major systems or miscalculations causing major disruptions to
business operations. We have no computer systems of our own, but are dependent
upon the systems maintained by an affiliate of our Advisor and some other third
parties including our banks and transfer agent.

We along with our affiliates are actively evaluating our readiness relating
to the Year 2000 issue. In 1998, our Advisor, and its affiliates commenced an
assessment of their local area network of personal computers and related
equipment and are in the process of replacing or upgrading the equipment that
has been identified as not being Year 2000 compliant. The program is expected to
be substantially completed in the second quarter of 1999. Our affiliates have
also engaged outside consultants experienced in diagnosing systems and software
applications and addressing Year 2000 issues, and with the help of these
consultants currently are remediating as necessary.

At the same time, our Advisor and its affiliates are evaluating their
applications software, all of which are commercial "off the shelf" programs that
have not been customized. During 1998, we along with our affiliates commenced a
project to select a comprehensive integrated real estate accounting and asset
management software package to replace their existing applications. A commercial
Windows-based integrated accounting and asset management based application is
being tested and is scheduled to be installed during the third quarter of 1999.
This software has been designed to use four digits to define a year. Because our
primary operations consist of investing in and receiving rents on long-term net
leases of real estate, while the failure of our Advisor and its affiliates to
correct fully Year 2000 issues could disrupt our administrative operations, the
resulting disruptions would not likely have a material impact on our results of
operations, financial condition or liquidity. Contingency plans to address
potential disruptions are in the process of being developed. Our share of costs
associated with required modifications to become year 2000 compliant is not
expected to be material to our financial position. Our share of the estimated
total cost of the Year 2000 project is expected to be approximately $25,000,
none of which has been paid to date.

Although we believe that we will address our internal Year 2000 issues in a
timely manner, there is a risk that the inability of third-party suppliers and
lessees to meet Year 2000 readiness issues could have an adverse impact on us.
We have identified our critical suppliers and are requiring that these suppliers
communicate their plans and progress in addressing Year 2000 readiness. The most
critical processes provided by third-party suppliers are our bank and transfer
agent. Our operations may be significantly affected if these providers are
ineffective or untimely in addressing Year 2000 issues.

We have contacted each of our lessees regarding Year 2000 readiness and
have emphasized the need to address Year 2000 issues. Generally, lessees are
contractually required to maintain their leased properties in good working order
and to make necessary alterations, foreseen or unforeseen, to meet their
contractual obligations. Because of those obligations, we believe that the risks
and costs of upgrading systems related to operations of the buildings that
contain technology affected by Year 2000 issues will generally be absorbed by
lessees rather than by us. Our major risk is that Year 2000 issues have such an
adverse effect on the financial condition of a lessee that its ability to meet
its lease

65
<PAGE> 66

obligations, including the timely payment of rent, is impaired. In this event,
we may ultimately incur the costs for Year 2000 readiness at the affected
properties. The potential materiality of any impact is not known at this time.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998

Our results of operations for 1998 are not comparable with the results for
1997. During 1997, we had no real estate operations and had no revenues. The
commencement of our public offering did not begin until December, 1997. During
1998, we issued our initial shares of common stock pursuant to the common stock
offering, and purchased our first property in June 1998. The trend of
acquisitions activity started to accelerate during the fourth quarter of 1998
and thereafter. The results for 1998, therefore, are not representative of
results for future periods. Results for future periods will reflect increases in
lease revenues, equity income, depreciation, and general and administrative and
property expenses as our portfolio of properties increases and the full year's
effect of 1998 transactions are reflected in the results of operations. When we
obtain limited recourse mortgage loans on our properties, mortgage interest will
also be a significant expense. Use of limited recourse mortgage financing is
intended to limit risk as the lender has recourse only to the property
collateralizing the debt and not to any of our other assets. We obtained our
first limited recourse mortgage loan in March 1999.

During the offering period, interest income is likely to increase as we
will invest funds in money market instruments while we are evaluating potential
real estate purchases. Interest income will eventually decrease and will not be
a significant component of revenues after the net offering proceeds are fully
invested in real estate.

Generally accepted accounting principles require that construction period
rents on build-to-suit projects be recorded as a reduction of cost rather than
rental income. As a result, rents on build-to-suit projects are not currently
being reflected in income or cash flow from operations even though we believe
that these projects provide an economic return on our investment during the
construction period. The results for 1998, therefore, did not reflect earnings
from our investment in the Metagenics or Etec projects. If the number of
build-to-suit projects represents a significant percentage of our investment
during our initial acquisitions state, net income will accordingly be adversely
effected on a short-term basis. We believe that the return on investment on our
build-to-suit projects will produce long-term returns that are superior to those
of other opportunities that we have evaluated.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for all quarters of fiscal years beginning after June
15, 1999. We believe adoption of SFAS No. 133 will not have a material impact on
the consolidated financial statements.

The following information should be read in conjunction with the Company's
condensed consolidated financial statements and notes thereto as of March 31.
The following discussion contains forward looking statements. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievement of the Company to be materially
different from the results of operations or plan expressed or implied by such
forward looking statements. Accordingly, such information should not be regarded
as representations by the Company that the results or conditions described in
such statements or the objectives and plans of the Company will be achieved.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999

The Company was formed in June 1997 for the purpose of investing in net
lease commercial and industrial real estate. During the fourth quarter of 1997,
the Company commenced an offering of up to 30,000,000 shares of common stock on
a "best efforts" basis at a price of $10 per share. The initial

66
<PAGE> 67

issuance of shares pursuant to the offering was on April 3, 1998, and the
Company purchased its first property on June 29, 1998. Because the Company has a
limited operating history, the results of operations for the three-month periods
ended March 31, 1998 and 1999 are not comparable. The Company is still raising
capital and evaluating potential investments that are expected to increase the
Company's asset base substantially, therefore, the operating results for the
current three-month period are not expected to be indicative of future results.
As the asset base increases, lease revenues, equity income, depreciation and
property expenses (including asset management and performance fees) are expected
to increase substantially. The Company intends to leverage most of its acquired
properties with limited recourse mortgage debt, and to use the proceeds from
mortgage financings for the purchase of additional real estate. As a result,
interest expense will also increase substantially. Earnings from the Company's
current holdings will increase because the Company purchased investments in real
estate leased to Intesys Technologies, Inc. on February 3, 1999 and Compucom
Systems, Inc. and Production Resource Group L.I.C. on March 31, 1999.
Accordingly, the current period does not reflect a full quarter's operating
results from these investments. In addition, investments in properties leased to
Metagenics, Inc. and Etec Systems, Inc. are under construction and, therefore,
are not yet contributing to earnings.

As of May 10, 1999, the Company had raised in excess of $160,000,000 which
it is using along with limited recourse financing to purchase a diversified real
estate portfolio and to enter into long-term leases with corporate tenants on a
net lease, single tenant basis. Under a net lease, a tenant is generally
required to pay all operating expenses related to the leased property. The
tenant's responsibility for operating expenses limits the Company's exposure to
the effects of increases in real estate taxes, insurance and maintenance costs
that are generally borne by landlords. The leases are generally structured to
include rent increase provisions which have periodic, stated increases or are
based upon increases in the Consumer Price Index.

FINANCIAL CONDITION

Cash flow from operations and distributions from equity in investments
totalling $1,124,000 were not sufficient to fund fully the quarterly dividend
payment of $1,366,000. Because the funds currently invested in build-to-suit
projects do not produce a return that is reflected in cash flow from operations,
operating cash flow from the current portfolio is lower than if the funds used
for these investments had been used to purchase completed projects. The Company
believes that the build-to-suit projects in its portfolio will provide greater
long-term results than other potential investments that it evaluated. A main
objective of the Company is to fund fully dividends and mortgage principal
payment installments from its operating cash flow and equity investment
distributions. In order to meet this objective, the Company will ultimately need
to invest its cash balances because the rate of return on uninvested cash is
below the rate needed to sustain the current dividend rate. The Company believes
that to meet long-term objectives, it is necessary to analyze proposed
transactions prudently and deliberately and to invest its funds with long-term
diversification and return considerations in mind and without regard to the
effect on current earnings.

The Company's investing activities consisted of using $36,325,000 for the
purchase of the equity interests in Intesys and Compucon, to fund the
build-to-suit projects on the Metagenics and Etec properties and to purchase the
Production Resource Group property. As of March 31, 1999, the Company had
$27,055,000 of cash available for investment. Available cash for investment will
increase as additional offering proceeds are received and limited recourse
financing on existing properties is obtained.

In addition to paying dividends, the Company's financing activities
included raising new equity capital of $38,267,000 and obtaining a mortgage loan
on the property leased to the Contraves Brashear Systems L.P. on March 22, 1999.
The Company has also filed a Form S-11 with the U.S. Securities and Exchange
Commission for a public offering of up to 40,000,000 shares of common stock on a
"best efforts" basis at a price of $10 per share. The offering would commence
after the completion of the current offering. The current offering will conclude
by no later than November 21, 1999.

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<PAGE> 68

The Company and its affiliates are actively evaluating their readiness
relating to the Year 2000 issue. The Year 2000 issue refers to the series of
problems that have resulted or may result from the inability of certain computer
software and embedded processes to process dates properly. The Company and its
affiliates are completing a program of replacing or upgrading equipment that has
been identified as not being Year 2000 compliant. The Company and its affiliates
have also completed remediating certain software applications. Contingency plans
are in the process of being developed and should be completed during the second
quarter.

The Company believes it is addressing its internal Year 2000 issues in a
timely manner. There is, however, a risk that the inability of third-party
suppliers and tenants to meet Year 2000 readiness issues could have an adverse
effect on the Company. The Company and its affiliates have identified their
critical suppliers and are requiring that suppliers communicate their plans and
progress in identifying year 2000 readiness.

The Company contacted each of its tenants regarding year 2000 readiness and
has emphasized the need to address Year 2000 issues. Generally, tenants are
contractually required to maintain their leased properties in good working order
and to make necessary alterations, foreseen or unforeseen, to meet their
contractual obligations. Because of those obligation, the Company believes that
and that contain technology affected by Year 200 issues will generally be
absorbed by tenants rather than the Company. the major risk is that Year 2000
issues have such an adverse effect on the financial condition of a tenant that
its ability to meet its lease obligations, including the timely payment of rent,
is impaired. In such an event, the company may ultimately incur the costs for
Year 2000 readiness at the affected properties. The potential materiality of any
impact is not known at this time.

DISTRIBUTIONS

Since July 1998, the Company has paid the following dividends to
shareholders who held their shares for the full quarter preceding the payment of
the dividend:

<TABLE>
<CAPTION>
DATE AMOUNT
- ---- ------
<S> <C>
July 1998................................................... $.1476
October 1998................................................ $.1595
January 1999................................................ $.1610
April 1999.................................................. $.1625
</TABLE>

Largely because of deductions for depreciation, on a GAAP basis, 20% of the
dividends paid in 1998 represented a return of capital.

DESCRIPTION OF THE PROPERTIES

We have purchased 10 properties located in seven states leased to 10
tenants. The cost of each of the properties will be depreciated for tax purposes
over a 40-year period on a straight line basis.

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<PAGE> 69

CPA(R):14 believes all of the properties are adequately covered by insurance and
are suitable for their intended purposes. The following table provides
additional information about these properties:
<TABLE>
<CAPTION>
RENT
PURCHASE PROPERTY SQUARE INCREASE LEASE
LESSEE PROPERTY LOCATION PRICE TYPE* FOOTAGE ANNUAL RENT FACTOR EXPIRATION
- ------ ----------------- ----------- -------- ------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Advanced Micro Devices,
Inc.(1)....................... Sunnyvale, CA $95,287,958 3 362,000 $ 9,145,500 CPI 12/18
The Benjamin Ansehl Co......... Overland, MO $ 6,021,000 1 154,760 $ 649,750 CPI 11/13
Best Buys Co. Inc.............. Torrance, CA $19,582,000 4 102,470 $ 1,741,990 Stated 1/05
Burlington Motor Carrier
Inc........................... Daleville, IN $ 7,539,267 3 106,372 $ 792,000 CPI 6/18
CompuCom Systems, Inc.(1)...... Dallas, TX $39,790,500 3 250,000 $ 3,914,000 CPI 3/19
Contraves Brashear Systems,
L.P........................... Pittsburgh, PA $ 6,806,283 1/3 146,103 $ 643,750 CPI 12/13
Etec Systems, Inc.(3).......... Hayward, CA $26,970,000 1 129,000 * CPI 5/14
Intesys Technologies,
Inc.(4)....................... Gilbert, AZ $23,560,000 3 243,370 $ 2,274,750 CPI 2/19
9% of cost of(5)
Metagenics Incorporated........ San Clemente, CA $11,500,000 3 133,600 construction Stated 5/10
Production Resource Group
L.L.P......................... Las Vegas, NV $ 8,380,000 1/3 105,000 $ 884,000 CPI 4/14

MAXIMUM AMOUNT OF DATE OF
LESSEE TERM FINANCING ACQUISITION
- ------ ------- ----------- -----------
<S> <C> <C> <C>
Advanced Micro Devices,
Inc.(1)....................... 2/38 $68,250,000 12/22/98
The Benjamin Ansehl Co......... 11/13 3,100,000(2) 11/24/98
Best Buys Co. Inc.............. 2/10 7/27/98
Burlington Motor Carrier
Inc........................... 6/28 -- 6/30/98
CompuCom Systems, Inc.(1)...... 3/29 $23,000,000 3/31/99
Contraves Brashear Systems,
L.P........................... 2/23 $ 4,225,000 12/28/98
Etec Systems, Inc.(3).......... 5/34 $30,000,000 2/3/98
Intesys Technologies,
Inc.(4)....................... 2/39 -- 2/3/99
Metagenics Incorporated........ 5/20 -- 7/29/98
Production Resource Group
L.L.P......................... 4/24 -- 3/31/99
</TABLE>

* Property types are coded as follows: 1 -- Industrial/Manufacturing;
2 -- Distribution/Warehouse; 3 -- Office/Research; 4 -- Retail

- ---------------
(1) CPA(R):14 owns a one-third interest in this property. CIP(R) and CPA(R):12
each own a one-third interest.

(2) Subject to completion.

(3) CPA(R):14 owns a 49.99% interest in this property. This property is part of
a four building campus leased to Etec. CPA(R):12 owns the remaining 50.01%
of the building described in this chart and 100% of the remaining
properties.

(4) CPA(R):14 owns a 50% interest in this property. CPA(R):12 owns the remaining
50% interest.

(5) The company is building this property for Metagenics, and rent will based on
the cost of construction for the first term of the lease, 12 years. Annual
rent during this period will be nine percent (9%) per year on amounts
advanced to by CPA(R):14 or its subsidiary for the cost of construction.

The following is a description of our tenants' businesses and a summary of
their financial information.

ADVANCED MICRO DEVICES, INC.

AMD is a global supplier of integrated circuits for the personal and
networked computer and communications market. AMD produces processors, flash
memories, programmable logic devices and products for communications and
networking applications.

Financial statements for AMD are on file with the Securities and Exchange
Commission. The following is a summary of selected financial information for
AMD:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 28,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME
Net sales................................ $2,542,141 $2,356,375 $1,953,019
Expenses................................. 2,705,783 2,447,028 2,206,329
Operating income......................... (163,642) (90,653) (253,310)
Net income............................... (103,960) (21,090) (68,950)
Net income per common share (Basic)...... (0.72) (0.15) (0.51)
</TABLE>

69
<PAGE> 70

<TABLE>
<CAPTION>
AS OF DECEMBER 28,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash and short-term investments.......... $ 697,025 $ 467,032 $ 586,198
Total current assets..................... 1,562,027 1,175,267 1,029,077
Property, plant and equipment, net....... 2,268,468 1,990,689 1,787,402
Total assets............................. 4,252,968 3,515,271 3,145,283
Total current liabilities................ 840,719 726,770 583,473
Total shareholders' equity............... 2,005,049 2,029,543 2,021,878
</TABLE>

CONTRAVES BRASHEAR SYSTEMS, L.P.

Contraves designs and manufactures electro-optical and electro-mechanical
systems and instruments for commercial and defense markets. The company operates
in four product areas: telescope systems, optical components, electro-optical
systems for fire control, tracking and surveillance and small arms fire control
systems.

Contraves was incorporated in September, 1997. The following is a summary
of selected financial data for Contraves for the last year:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 27, 1998
-----------------
(IN THOUSANDS)
<S> <C>
STATEMENT OF OPERATIONS
Sales................................................. $31,537
Cost of sales......................................... 28,156
Interest expense...................................... 130
Net income............................................ 552
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER 27, 1998
-----------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA
Cash.................................................. $ 1,329
Total assets.......................................... 13,689
Total liabilities..................................... 9,130
Partners' capital..................................... 3,500
Total equity.......................................... 4,559
</TABLE>

BEST BUY CO. INC

Best Buy is the nation's largest volume specialty retailer of name brand
consumer electronics, home office equipment, entertainment software and
appliances.

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<PAGE> 71

Financial statements for Best Buy are on file with the Securities and
Exchange Commission. The following is a summary of selected financial data for
Best Buy for the last three years:

<TABLE>
<CAPTION>
NINE MONTHS ENDED FOR THE FISCAL YEAR ENDED
--------------------------- --------------------------------------
NOVEMBER 28, NOVEMBER 28, FEBRUARY 28, MARCH 1, MARCH 2,
1998 1997 1998 1997 1996(1)
------------ ------------ ------------ -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
Revenues........................ $6,619,631 $5,506,116 $8,358,212 $7,770,683 $7,217,448
Gross profit.................... 1,210,159 874,681 1,332,138 1,058,881 936,571
Selling general and
administrative Expenses...... 1,017,693 796,620 1,145,280 1,005,675 813,988
Operating income................ 192,466 78,061 186,858 53,206 122,583
Net earnings.................... 114,249 30,427 94,453 1,748 48,019
</TABLE>

<TABLE>
<CAPTION>
AS OF
-----------------------------------------------------
NOVEMBER 28, FEBRUARY 28, MARCH 1, MARCH 2,
1998 1998 1997 1996(1)
------------ ------------ -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents.................... $ 409,373 $ 520,127 $ 89,808 $ 86,445
Total assets................................. 2,857,252 2,056,346 1,734,307 1,890,832
Long-term debt............................... 31,830 210,397 216,625 206,287
Convertible preferred securities of
subsidiary................................ -- 229,854 230,000 230,000
Shareholders' equity......................... 921,621 557,746 438,315 431,614
</TABLE>

- ---------------
(1) Fiscal year 1996 contains 53 weeks. All other periods contain 52 weeks.

ETEC SYSTEMS, INC.

Etec is a leading producer of electron beam and laser lithography
equipment. These systems are used in the manufacturing of masks for
semiconductor manufacturing industry. Etec's shareholders include DuPont, IBM,
Perkin Elmer Grumman, and Micron Technology.

Financial Statements of Etec System are on file with the Securities and
Exchange Commission. The following is a summary of selected financial data for
Etec System for the last three years:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 1, YEAR ENDED JULY 31,
-------------------- --------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue............................. $131,934 $130,533 $288,327 $240,914 $145,645
Cost of revenue..................... 67,189 63,322 135,170 124,287 80,042
Gross profit........................ 64,745 67,211 153,157 116,627 65,603
Operating expenses.................. 48,884 41,705 86,035 66,186 44,940
Net income.......................... 11,122 17,879 46,767 34,439 35,783
</TABLE>

<TABLE>
<CAPTION>
AS OF AS OF JULY 31,
JANUARY 1, ------------------------------
1999 1998 1997 1996
---------- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.............................. $335,813 $358,514 $284,543 $208,871
Total liabilities......................... 90,508 111,845 86,902 92,994
Total shareholders' equity................ 245,305 246,667 $197,641 115,877
</TABLE>

71
<PAGE> 72

METAGENICS INCORPORATED

Metagenics produces and distributes nutritional supplements for resale by
licensed health care practitioners, health and natural product retailers, and
other specialty retailers.

The following is a summary of selected financial information for Metagenics
for the last two years.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
1998 1997
---- ----
<S> <C> <C>
STATEMENT OF INCOME
Total revenue........................................ $25,258,789 $28,355,402
Cost of goods sold................................... 11,677,832 12,870,785
Total operating expenses............................. 13,169,512 14,441,681
Net income........................................... 273,361 1,008,192
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------
1998 1997
---- ----
<S> <C> <C>
BALANCE SHEET DATA
Cash................................................... $ 25,463 $ 67,872
Accounts receivable.................................... 2,384,943 2,808,634
Total assets........................................... 7,678,250 8,667,446
Long term debt......................................... 229,329 3,401,963
Total shareholders equity.............................. 2,165,199 2,826,324
</TABLE>

BURLINGTON MOTOR CARRIERS INC.

Burlington Motor Carriers, Inc. Was incorporated on November 7, 1997 and
operates as a common carrier providing truck load services throughout the
continental United States, to and from Mexico and certain provinces in Canada.

The following is a summary of selected financial data for Burlington for
the last two years:

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED DECEMBER 31, NOVEMBER 7, 1996
---------------------------- THROUGH
1998 1997 DECEMBER 31, 1996
-------- ----------------- -----------------
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
Operating revenue................. $224,931 $201,118 $4,908
Total operating expenses.......... 214,758 193,680 5,205
Operating income (loss)........... 10,173 7,438 (297)
Net income (loss)................. 2,001 (547) (1,650)
</TABLE>

BURLINGTON

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------
1998 1997 1996
------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash..................................... $ 2,142 $ 1,177 $ 1,378
Receivables.............................. 28,895 24,677 19,104
Total current assets..................... 38,475 30,845 27,878
Long term debt........................... 74,687 68,438 68,186
Total shareholders' equity............... 29,801 27,262 27,809
</TABLE>

72
<PAGE> 73

THE BENJAMIN ANSEHL CO.

Ansehl is a diversified manufacturer/marketer of liquid filled health and
beauty care products. The following is a summary of selected financial data for
Ansehl for the last three years:

<TABLE>
<CAPTION>
FOR 9 MONTHS ENDED FOR THE FISCAL YEAR ENDED
DECEMBER 31, MARCH 31,
------------------ ---------------------------
1998 1997 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
Revenues......................... $34,320 $42,189 $50,543 $43,552 $25,180
Gross profit..................... 4,256 4,513 8,200 7,749 5,779
Selling, general and
administrative expenses........ 3,272 3,036 5,467 4,761 3,500
Operating income................. 239 2,193 1,619 1,946 1,435
Net income (loss)................ (1,186) 827 (196) (206) 359
</TABLE>

<TABLE>
<CAPTION>
AS OF
DEC. 31, AS OF MARCH 31,
-------- -----------------------------
1998 1998 1997 1996
---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets.......................... $28,562 $29,025 $31,150 $16,568
Long-term debt........................ 1,300 14,260 6,886 3,877
Shareholders' equity.................. 3,077 4,593 4,789 1,724
</TABLE>

INTESYS TECHNOLOGIES, INC.

Founded in 1972 as Pixlly-Richards West, Inc., Intesys designs, produces
and assembles plastic components for use in other companies' end products.

The following is a summary of selected financial data for Intesys for three
years:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF INCOME
Gross revenue................................. $142,757 $156,744 $122,332
Operating income.............................. 3,714 14,714 9,668
Income (loss) before extraordinary item....... 1,714 865 (2,457)
Net income (loss)............................. (496) 451 (3,306)
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------------
1998 1997 1996
---- ---- ----
(IN
THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash and equivalents.......................... $ 955 $ 43 $ 166
Accounts receivable........................... 14,200 23,738 18,739
Total assets.................................. 60,344 70,301 68,574
Accounts payable.............................. 8,814 16,231 10,888
Long term debt................................ 100,050 92,778 99,352
Total shareholders' deficit................... (57,044) (55,948) (56,400)
</TABLE>

73
<PAGE> 74

COMPUCOM SYSTEMS, INC.

CompuCom provides network integration services and desktop products for
large corporate customers.

Financial statements for CompuCom are on file with the Securities and
Exchange Commission. The following is a summary of selected financial
information for CompuCom for the past two years:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME
Total revenue............................ $2,254,465 $1,949,802 $1,995,191
Gross margin............................. 283,960 267,545 240,963
Total operating expenses................. 264,550 199,564 184,321
Net earnings............................. 401 35,194 30,471
Earnings per common share (basic)........ $0.01 $0.75 $0.66
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash.......................................... $ 4,526 $ 4,456 $ 4,320
Total current assets.......................... 415,422 382,435 618,890
Property, plant and equipment, net............ 72,004 63,359 54,308
Total assets.................................. 545,489 462,590 692,985
Long term debt................................ 81,929 97,400 236,450
Total stockholders' equity.................... 210,281 210,200 171,098
</TABLE>

PRODUCTION RESOURCE GROUP, L.L.P.

PRG is a designer and producer of sets for themed events and Broadway shows
as well as a lessor of equipment for corporate themed events.

Financial Statements for PRG are on file with the Securities and Exchange
Commission. The following is a summary of selected financial information for
PRG:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF INCOME
Revenues...................................... $174,603 $75,180 $ 49,434
Direct production costs....................... 107,857 46,131 29,565
Gross profit.................................. 55,489 22,868 15,949
Net income (loss)............................. (5,967) (7,771) 6,100
</TABLE>

74
<PAGE> 75

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------------
1998 1997 1996
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents...................... $ 6,014 $ 27,164 $ 719
Total current assets........................... 59,902 56,658 3,858
Property, plant and equipment, net............. 82,096 49,236 7,784
Total assets................................... 196,106 128,252 11,969
Total current liabilities...................... 46,759 21,426 3,320
Total long-term debt........................... 149,195 103,743 1,113
</TABLE>

WARRANTS

In connection with the purchase of some of the properties, CPA(R):14
received warrants to purchase shares of the tenant companies. The following
table describes the warrants received as of the date of this prospectus:

<TABLE>
<CAPTION>
PERCENTAGE
COMPANY NUMBER OF SHARES OWNERSHIP EXERCISE PRICE TERM
------- ---------------- ---------- -------------- ----
<S> <C> <C> <C> <C>
Benjamin Ansehl Co...... 2,064 1.5 $26.738 15
Burlington Motor
Carriers.............. 4,667 -- $ 100 Length of Lease
</TABLE>

ACQUISITION FEES

In connection with the acquisition described in this prospectus, affiliates
of Carey Property Advisors received acquisition fees. The total fees received in
connection with these acquisitions was $2,882,829. In addition, these affiliates
are entitled to receive $2,306,258 per year over the next eight years provided
that shareholders receive a cumulative return of 6%.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of the material federal income tax
considerations associated with an investment in the shares. In this section when
we refer to "the Code" we mean the Internal Revenue Code, as amended. This
summary is not exhaustive of all possible tax considerations and is not tax
advice. Moreover, this summary does not deal with all tax aspects that might be
relevant to you, as a particular prospective shareholder in light of your
personal circumstances; nor does it deal with particular types of shareholders
that are subject to special treatment under the Code, such as insurance
companies, financial institutions and broker-dealers. The Code provisions
governing the federal income tax treatment of REITs are highly technical and
complex. This summary is qualified in its entirety by the applicable Code
provisions, rules and regulations promulgated thereunder, and administrative and
judicial interpretations thereof. The following discussion is based on current
law.

WE URGE YOU, AS A PROSPECTIVE INVESTOR, TO CONSULT YOUR OWN TAX ADVISER
REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND
SALE OF THE SHARES AND OF OUR ELECTION TO BE TAXED AS A REIT, INCLUDING THE
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF such PURCHASE,
OWNERSHIP AND SALE.

OPINION OF COUNSEL

In the opinion of our counsel, Reed Smith Shaw & McClay LLP, commencing
with our taxable year ended December 31, 1998, we qualified to be taxed as a
REIT under the Code, provided that we operated and continue to operate in
accordance with various assumptions and factual representations we made
concerning our business, properties and operations. It must be emphasized that
Reed Smith Shaw & McClay LLP's opinion is based on various assumptions and is
conditioned upon the

75
<PAGE> 76

assumptions and representations we made concerning our business and properties.
Moreover, our qualification and taxation as a REIT depends on our ability to
meet the various qualification tests imposed under the Code discussed below, the
results of which will not be reviewed by Reed Smith Shaw & McClay LLP.
Accordingly, no assurance can be given that the actual results of our operations
for any one taxable year will satisfy these requirements. See "Risk
Factors -- Failure to qualify as a REIT could adversely affect our operations
and ability to make distributions."

The opinion of Reed Smith Shaw & McClay LLP is also based upon existing law
as currently applicable, Internal Revenue Service regulations, currently
published administrative positions of the Internal Revenue Service and judicial
decisions, which are subject to change either prospectively or retroactively. We
cannot assure you that any changes will not modify the conclusions expressed in
their opinion. Moreover, an opinion of counsel is not binding on the Internal
Revenue Service and we cannot assure you that the Internal Revenue Service will
not successfully challenge our status as a REIT.

If we qualify for taxation as a REIT, we generally will not be subject to
federal corporate income taxes on that portion of our ordinary income or capital
gain that we distribute currently to our shareholders. The REIT provisions of
the Code generally allow a REIT to deduct dividends paid to its shareholders.
This substantially eliminates the federal "double taxation" on earnings
(taxation at both the corporate level and shareholder level) that usually
results from investments in a corporation.

Even if we qualify for taxation as a REIT, we will be subject to federal
income tax, as follows:

-- we will be taxed at regular corporate rates on our undistributed REIT
taxable income, including undistributed net capital gains;

-- under some circumstances, we will be subject to "alternative minimum
tax";

-- if we have net income from the sale or other disposition of
"foreclosure property" that is held primarily for sale to customers in
the ordinary course of business or other non-qualifying income from
foreclosure property, we will be subject to tax at the highest
corporate rate on that income;

-- if we have net income from prohibited transactions (which are, in
general, sales or other dispositions of property other than
foreclosure property held primarily for sale to customers in the
ordinary course of business), the income will be subject to a 100%
tax;

-- if we fail to satisfy either the 75% or 95% gross income test
(discussed below) but have nonetheless maintained our qualification as
a REIT because certain other requirements have been met, we will be
subject to a 100% tax on the net income attributable to the greater of
the amount by which we fail the 75% or 95% test, multiplied by a
fraction intended to reflect our profitability;

-- if we fail to distribute during each year at least the sum of (i) 85%
of our REIT ordinary income for the year, (ii) 95% of our REIT capital
gain net income for such year (other than capital gain net income
which will elect to retain and pay tax on) and (iii) any undistributed
taxable income from prior periods, we will be subject to a 4% excise
tax on the excess of the required distribution over the amounts
actually distributed; and

-- if we acquire any asset from a C corporation (i.e., a corporation
generally subject to full corporate-level tax) in a carryover-basis
transaction and we subsequently recognize gain on the disposition of
the asset during the ten-year period beginning on the date on which we
acquired the asset, then a portion of the gains may be subject to tax
at the highest regular corporate rate, pursuant to guidelines issued
by the Internal Revenue Service (the "Built-In-Gain Rules").

REQUIREMENTS FOR QUALIFICATION

We elected to be taxable as a REIT for our taxable year ended December 31,
1998. In order for us to have qualified as a REIT, we had to meet and we must
continue to meet the requirements discussed below relating to our organization,
source of income, nature of assets and distributions of income to our
shareholders.

76
<PAGE> 77

Organizational Requirements

Definition of REIT under the Code

In order to qualify for taxation as a REIT under the Code, we

-- must be a domestic corporation;

-- must be managed by one or more trustees or directors;

-- must have transferable shares;

-- cannot be a financial institution or an insurance company;

-- must have at least 100 shareholders for at least 335 days of each
taxable year of 12 months; and

-- must not be closely held.

We will be closely held only if five or fewer individuals or certain tax-exempt
entities own, directly or indirectly, more than 50% (by value) of our shares at
any time during the last half of our taxable year. However, for purposes of the
closely-held test, the Code generally permits a look-through for pension funds
and certain other tax-exempt entities to the beneficiaries of such entity to
determine if the REIT is closely held. However, if a tax-exempt shareholder owns
more than 25% of our shares or one or more tax-exempt shareholders, each own at
least 10 percent of CPA(R):14, and in the aggregate own more than 50 percent of
our shares, those shareholder(s) may be required to treat all or a portion of
their distributions from us as unrelated business taxable income. See "Taxation
of Tax-Exempt Shareholders."

As a Maryland corporation, we satisfy the first requirement. In addition,
we are managed by a board of directors, we have transferable shares and we do
not intend to operate as a financial institution or insurance company.
Additionally, we have more than 100 shareholders. We may refuse to transfer our
shares to any person if the sale or transfer would jeopardize our ability to
satisfy the REIT ownership requirements. However, there can be no assurance that
a refusal to transfer will be effective. Based on the foregoing, we should
satisfy the organizational and structural requirements as well as the share
ownership tests.

Our Ownership of Interests in Partnerships and Qualified REIT Subsidiaries

In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT is deemed to own its proportionate share
(based on its interest in partnership capital) of the assets of the partnership
and is deemed to be entitled to the income of the partnership attributable to
its share. Also, if a REIT owns a qualified REIT subsidiary, it will be deemed
to own all of the subsidiary's assets and liabilities and it will be deemed to
be entitled to the income of that subsidiary. In addition, the character of the
assets and gross income of the partnership or qualified REIT subsidiary shall
retain the same character in the hands of the REIT for purposes of the Code,
including satisfying the gross income tests and asset tests.

Income Tests

Gross Income Requirements

To maintain our qualification as a REIT, we must satisfy annually two gross
income requirements.

-- At least 75% of our gross income (excluding gross income from
prohibited transactions) for each taxable year must be derived
directly or indirectly from investments relating to real property or
mortgages on real property. Gross income includes "rents from real
property" and, in some circumstances, interest, but excludes gross
income from disposition or property held primarily for sale to
customers in the ordinary course of a trade or business ("prohibited
transactions"). This is the 75% Income Test.

77
<PAGE> 78

-- At least 95% of our gross income (excluding gross income from
prohibited transactions) for each taxable year must be derived from
the real property investments described above and from distributions,
interest and gains from the sale or disposition of stock or securities
or from any combination of the foregoing. This is the 95% Income Test.

Rents from Real Property

The rents we receive or that we are deemed to receive qualify as "rents
from real property" in satisfying the gross income requirements for a REIT
described above only if the following conditions are met.

-- The amount of rent generally must not be based in whole or in part on
the income of profits of any person. An amount received or accrued
generally will not be excluded from the term "rents from real
property," solely by reason of being based on a fixed percentage or
percentages of gross receipts or sales.

-- The Code provides that rents received from a tenant will not qualify
as "rents from real property" in satisfying the gross income tests if
the REIT, or an owner of 10% or more of the REIT, directly or
constructively owns 10% or more of the tenant (a "Related Party
Tenant") or a subtenant of the tenant (in which case only rent
attributable to the subtenant is disqualified).

-- If rent attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent received
under the lease, then the portion of rent attributable to the personal
property will not qualify as "rents from real property."

-- The REIT must not operate or manage the property or furnish or render
services to tenants, other than through an "independent contractor"
who is adequately compensated and from whom the REIT does not derive
any income. However, a REIT may provide services with respect to its
properties and the income will qualify as "rents from real property"
if the services are "usually or customarily rendered" in connection
with the rental of space only and are not otherwise considered
"rendered to the occupant." Even if the services with respect to a
property are impermissible tenant services the income will qualify as
"rent from real property" if the income from these services does not
exceed one percent of all amounts received or accrued with respect to
that property.

If we acquire ownership of property by reason of the default of a borrower
on a loan or possession of property by reason of a tenant default, if the
property qualifies and we elect to treat it as foreclosure property, the income
from the property will qualify under the 75% Income Test and the 95% Income Test
notwithstanding its failure to satisfy these requirements for two years, or if
extended for good cause, up to a total of five years. In that event, we must
satisfy a number of complex rules, one of which is a requirement that it operate
the property through an independent contractor. We will be subject to tax on
that portion of our net income from foreclosure property that does not otherwise
qualify under the 75% Income Test.

Prior to the making of investments in properties, we may satisfy the 75%
Income Test and the 95% Income Test by investing in liquid assets such as
government securities or certificates of deposit, but earnings from those types
of assets are qualifying income under the 75% Income Test only for one year from
the receipt of proceeds. Accordingly, to the extent that offering proceeds have
not been invested in properties prior to the expiration of this one-year period,
in order to satisfy the 75% Income Test, we may invest the offering proceeds in
less liquid investments such as mortgage-backed securities, maturing mortgage
loans purchased from mortgage lenders or shares in other REITs. We expect to
receive proceeds from the offering in a series of closings and to trace those
proceeds for purposes of determining the one-year period for "new capital
investments." No rulings or regulations have been issued under the provisions of
the Code governing "new capital investments," so that there can be no assurance
that the Internal Revenue Service will agree with this method of calculation.

78
<PAGE> 79

Except for amounts received with respect to certain investments of cash
reserves, we anticipate that substantially all of our gross income will be from
sources that will allow us to satisfy the income tests described above; however,
no assurance can be given in this regard.

Eligibility for Relief Under the Code if We Fail to Qualify as a REIT

If we fail to satisfy one or both of the 75% Income Test or the 95% Income
Test for any taxable year, we may still qualify as a REIT for that year if we
are eligible for relief under specific provisions of the Code. These relief
provisions generally will be available if:

-- our failure to meet these tests was due to reasonable cause and not
due to willful neglect;

-- we attach a schedule of our income sources to our federal income tax
return; and

-- any incorrect information on the schedule is not due to fraud with
intent to evade tax.

It is not possible, however, to state whether, in all circumstances, we would be
entitled to the benefit of these relief provisions. For example, if we fail to
satisfy the gross income tests because nonqualifying income that we
intentionally earn exceeds the limits on this income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause. As discussed above in "Opinion of Tax Counsel," even if these
relief provisions apply, a tax would be imposed with respect to the excess net
income.

Asset Tests

At the close of each quarter of our taxable year, we also must satisfy
three tests relating to the nature and diversification of our assets.

-- First, at least 75% of the value of our total assets must be
represented by real estate assets, cash, cash items and government
securities.

-- Second, no more than 25% of our total assets may be represented by
securities other than those in the 75% asset class.

-- Third, of the investments included in the 25% asset class, the value
of any one issuer's securities that we own may not exceed 5% of the
value of our total assets. Additionally, we may not own more than 10%
of any one issuer's outstanding voting securities.

The 5% test must generally be met for any quarter in which we acquire
securities of an issuer. After initially meeting the asset tests at the close of
any quarter, we will not lose our status as a REIT for failure to satisfy the
asset tests at the end of a later quarter solely by reason of changes in asset
values. If the failure to satisfy the asset tests results from an acquisition of
securities or other property during a quarter, we can cure the failure by
disposition of sufficient nonqualifying assets within 30 days after the close of
that quarter. We maintain, and will continue to maintain, adequate records of
the value of our assets to ensure compliance with the asset tests and will take
other action within 30 days after the close of any quarter as may be required to
cure any noncompliance.

Annual Distribution Requirements

In order to be taxed as a REIT, we are required to make distributions
(other than capital gain distributions) to our shareholders. The amount of these
distributions must be at least equal to:

- the sum of 95% of our REIT Taxable Income (as defined by the Code and
computed without regard to the distributions-paid deduction and our
capital gain) and 95% of the net income, if any, from foreclosure
property in excess of the special tax on income from foreclosure
property, minus

- the sum of specific items of non-cash income

This is known as the 95 Percent Test.
79
<PAGE> 80

We must pay distributions in the taxable year to which they relate.
Alternatively, we may pay these distributions in the following taxable year if
declared before we timely file our federal income tax return for that year and
if paid on or before the first regular distribution payment after the
declaration.

Even if we satisfy the foregoing distribution requirements, to the extent
that we do not distribute all of our net capital gain or REIT Taxable Income as
adjusted, we will be subject to tax thereon at regular capital gains or ordinary
corporate tax rates. Furthermore, if we fail to distribute during each calendar
year at least the sum of

-- 85% of our ordinary income for that year,

-- 95% of our capital gain net income other than the capital gain net
income which we elect to retain and pay tax on for that year, and

-- any undistributed taxable income from prior periods,

we would be subject to a 4% excise tax on the excess of such required
distribution over the amounts actually distributed.

ELECTION TO RETAIN OUR LONG-TERM CAPITAL GAINS

We may elect to retain, rather than distribute our net long-term capital
gains. The effect of this election is that:

-- we are required to pay the tax on these gains;

-- shareholders, while required to include their proportionate share of
the undistributed long-term capital gains in income, will receive a
credit or refund for their share of the tax paid by the REIT; and

-- the basis of the shareholder's shares would be increased by the amount
of the undistributed long-term capital gains (minus the amount of
capital gains tax we pay) included in the domestic shareholders'
long-term capital gains.

We believe we have made and we intend to continue to make timely
distributions sufficient to satisfy the annual distribution requirements. We
expect that our REIT taxable income will be less than our cash flow due to
depreciation and other non-cash charges. Accordingly, we anticipate that we will
generally have sufficient cash or liquid assets to enable us to satisfy the 95%
Distribution Test. It is possible, however, that we may not have sufficient cash
or other liquid assets to meet the 95% Distribution Test or to distribute a
greater amount as may be necessary to avoid income and excise taxation. This
could occur as a result of timing differences between

-- the actual receipt of income and actual payment of deductible
expenses, and

-- the inclusion of income and deduction of these expenses in arriving at
our taxable income, or as a result of nondeductible expenses such as
principal amortization or capital expenditures in excess of noncash
deductions.

In the event that timing differences occur, we may find it necessary to arrange
for borrowings or, if possible, pay taxable stock distributions in order to meet
the distribution requirement.

DEFICIENCY DISTRIBUTIONS

In some circumstances, we may be able to rectify a failure to meet the
distribution requirement for a year by paying "deficiency distributions" to our
shareholders in a later year, which may be included in our deduction for
distributions paid for the earlier year. Thus, we may be able to avoid being
taxed on amounts distributed as deficiency distributions. We will, however, be
required to pay interest based upon the amount of any deduction taken for
deficiency distributions.

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<PAGE> 81

In computing our REIT taxable income, we will use the accrual method of
accounting and depreciate depreciable property under the alternative
depreciation system. We are required to file an annual federal income tax
return, which, like other corporate returns, is subject to Internal Revenue
Service examination. Because the tax law requires us to make many judgments
regarding the proper treatment of a transaction or an item of income or
deduction, it is possible that the Internal Revenue Service will challenge
positions we take in computing our REIT taxable income and its distributions.
Were the Internal Revenue Service to challenge successfully our characterization
of a transaction or determination of our REIT taxable income, we could be found
not to have satisfied a requirement for qualification as a REIT and mitigation
provisions might not apply. See "Sale-Leaseback Transactions." If, as a result
of a challenge, we are determined not to have satisfied the 95% Distribution
Test, we would be disqualified as a REIT (unless it were to pay a deficiency
distribution and pay interest and a penalty) as provided by the Code. A
deficiency distribution cannot be used to satisfy the 95% Distribution Test if
the failure to meet the test was not due to a later adjustment to our income by
the Internal Revenue Service.

FAILURE TO QUALIFY AS A REIT

If we fail to qualify as a REIT in any taxable year and the relief
provisions do not apply, we will be subject to tax (including any applicable
alternative minimum tax) on our taxable income at regular corporate rates. We
will not be able to deduct distributions to our shareholders in any year in
which we fail to qualify as a REIT. We also will be disqualified from taxation
as a REIT for the four taxable years following the year during which
qualification was lost unless we are entitled to relief under specific statutory
provisions. Furthermore, while we have no intention of doing so, we may revoke
its election voluntarily. See "Risk Factors -- Failure to qualify as a REIT
could adversely affect our operations & ability to make distributions."

SALE-LEASEBACK TRANSACTIONS

Many of our investments are and will be in the form of sale-leaseback
transactions. In most instances, depending on the economic terms of the
transaction, we will be treated for federal income tax purposes as either the
owner of the property or the holder of a debt secured by the property. We do not
expect to request an opinion of counsel concerning the status of any leases of
properties as true leases for federal income tax purposes.

The Internal Revenue Service may take the position that specific
sale-leaseback transactions we will treat as true leases are not true leases for
federal income tax purposes but are, instead, financing arrangements or loans.
We may also structure some sale-leaseback transactions as loans. In this event,
for purposes of the asset tests and the 75% Income Test, each such loan likely
would be viewed as secured by real property to the extent of the fair market
value of the underlying property. It is expected that, for this purpose, the
fair market value of the underlying property would be determined without taking
into account our lease. If a sale-leaseback transaction were so recharacterized,
we might fail to satisfy the Asset Tests or the Income Tests and consequently
lose our REIT status effective with the year of recharacterization.
Alternatively, the amount of our REIT Taxable Income could be recalculated which
could cause us to fail.

TAXATION OF DOMESTIC SHAREHOLDERS

Definition

In this section, the phrase "domestic shareholder" means a holder of shares
that for federal income tax purposes:

-- is a citizen or resident of the United States;

-- is a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision
thereof;

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-- is an estate or trust, the income of which is subject to United States
federal income taxation regardless of its source; or

-- a trust if a United States court is able to exercise primary
supervision over the administration of the trust and one or more
United States persons have the authority to control all substantial
decisions of the trust.

For any taxable year for which we qualify for taxation as a REIT, amounts
distributed to taxable domestic shareholders will be taxed as described below.

Distributions Generally

Distributions to domestic shareholders, other than capital gain
distributions discussed below, will constitute dividends up to the amount of our
current or accumulated earnings and profits and will be taxable to the
shareholders as ordinary income. These distributions are not eligible for the
distributions-received deduction for corporations. To the extent that we make a
distribution in excess of our current or accumulated earnings and profits, the
distribution will be treated first as a tax-free return of capital, reducing the
tax basis in each domestic shareholder's shares, and the amount of each
distribution in excess of a domestic shareholder's tax basis in its shares will
be taxable as gain realized from the sale of its shares. Distributions that we
declare in October, November or December of any year payable to a shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of the year, provided that
we actually pay the distribution during January of the following calendar year.
Shareholders may not include any of our losses on their own federal income tax
returns.

We will be treated as having sufficient earnings and profits to treat as a
distribution any distribution by us up to the amount required to be distributed
in order to avoid imposition of the 4% excise tax , discussed in the section
titled "Opinion of Tax Counsel" above. Moreover, any "deficiency distribution"
will be treated as an ordinary or capital gain distribution, as the case may be,
regardless of our earnings and profits. As a result, shareholders may be
required to treat some distributions that would otherwise result in a tax-free
return of capital as taxable distributions.

Capital Gain Distributions

Distributions to domestic shareholders that we properly designate as
capital gain distributions will be treated as long-term capital gains (to the
extent they do not exceed our actual net capital gain) for the taxable year
without regard to the period for which the shareholder has held his stock.

Passive Activity Loss and Investment Interest Limitations

Our distributions and gain from the disposition of the shares will not be
treated as passive activity income, and therefore shareholders may not be able
to apply any "passive losses" against this income. Our distributions (to the
extent they do not constitute a return of capital) will generally be treated as
investment income for purposes of the investment income limitation. Net capital
gain from the disposition of shares and capital gain distributions generally
will be included in investment income for purposes of the investment interest
deduction limitations only if and to the extent you so elect, in which case
these capital gains will be taxed as ordinary income.

Certain Dispositions of the Shares

In general, any gain or loss realized upon a taxable disposition of shares
by a shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held for more than 12 months and as
short-term capital gain or loss if the shares have been held for 12 months or
less. If, however, a shareholder has received any capital gains distributions
with respect to his shares, any loss realized upon a taxable disposition of
shares held for six months or less, to the extent of the capital gains
distributions received with respect to his shares, will be treated as long-term
capital loss.

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Also, the Internal Revenue Service is authorized to issue regulations that would
subject a portion of the capital gain a shareholder recognizes from selling his
shares or from a capital gain distribution to a tax at a 25% rate, to the extent
the capital gain relates to depreciation we deducted.

TREATMENT OF TAX-EXEMPT SHAREHOLDERS

Our distributions to a tax-exempt employee pension trust or other domestic
tax-exempt shareholder generally, will not constitute unrelated business taxable
income unless the shareholder has borrowed to acquire or carry its shares.
Qualified trusts that hold more than 10% (by value) of the shares of REITs held
predominantly by qualified trusts, may be required to treat a certain percentage
of the REIT's distributions as unrelated business taxable income. We do not
expect to be held predominantly by trusts and our articles of incorporation
prohibit the required concentration of ownership.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Code Sections 501(c)(7), (c)(9), (c)(17) and
(c)(20), respectively, income from an investment in CPA(R):14 will constitute
unrelated business taxable income unless the organization is able to deduct
amounts set aside or placed in reserve for certain purposes so as to offset the
unrelated business taxable income generated by its investment in CPA(R):14.
Prospective tax-exempt shareholders should consult their own tax advisors
concerning these "set aside" and reserve requirements.

SPECIAL TAX CONSIDERATIONS FOR FOREIGN SHAREHOLDERS

The rules governing United States income taxation of non-resident alien
individuals, foreign corporations, foreign partnerships and foreign trusts and
estates (collectively, "foreign shareholders") are complex. The following
discussion is intended only as a summary of these rules. Foreign investors
should consult with their own tax advisors to determine the impact of federal,
state and local income tax laws on an investment in CPA(R):14, including any
reporting requirements.

Taxation if Effectively Connected With a United States Trade or Business

In general, foreign shareholders will be subject to regular United States
federal income tax with respect to their investment in CPA(R):14 if the
investment is "effectively connected" with the foreign shareholder's conduct of
a trade or business in the United States. A corporate foreign shareholder that
receives income that is (or is treated as) effectively connected with a United
States trade or business also may be subject to the branch profits tax under
section 884 of the Code, which is payable in addition to regular United States
federal corporate income tax. The following discussion will apply to foreign
shareholders whose investment in CPA(R):14 is not so effectively connected.

Distributions Not Attributable to Gain From the Sale or Exchange of a United
States Real Property Interest

A distribution that is not attributable to our gain from the sale or
exchange of a United States real property interest and that we do not designate
as a capital gain distribution will be treated as an ordinary income
distribution to the extent that it is made out of current or accumulated
earnings and profits. Generally, any ordinary income distribution will be
subject to a United States federal income tax equal to 30% of the gross amount
of the distribution unless this tax is reduced by an applicable tax treaty. Such
a distribution in excess of our earnings and profits will be treated first as a
return of capital that will reduce each foreign shareholder's basis in its
shares (but not below zero) and then as gain from the disposition of those
shares, the tax treatment of which is described under the rules discussed below
with respect to dispositions of shares.

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Distributions Attributable to Gain From the Sale or Exchange of a United
States Real Property Interest

Distributions that are attributable to gain from the sale or exchange of a
United States real property interest will be taxed to a foreign shareholder
under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under
FIRPTA, these distributions are taxed to a foreign shareholder as if the
distributions were gains "effectively connected" with a United States trade or
business. Accordingly, a foreign shareholder will be taxed at the normal capital
gain rates applicable to a domestic shareholder (subject to any applicable
alternative minimum tax and a special alternative minimum tax in the case of
non-resident alien individuals). Distributions subject to FIRPTA also may be
subject to a 30% branch profits tax when made to a foreign corporate shareholder
that is not entitled to treaty exemptions.

Withholding Obligations From Distributions to Foreign Shareholders

Although tax treaties may reduce our withholding obligations, we generally
will be required to withhold from distributions to foreign shareholders, and
remit to the Internal Revenue Service,

-- 35% of designated capital gain distributions or, if greater, 35% of
the amount of any distributions that could be designated as capital
gain distributions, and

-- 30% of ordinary distributions paid out of earnings and profits.

In addition, if we designate prior distributions as capital gain distributions,
subsequent distributions, up to the amount of the prior distributions, will be
treated as capital gain distributions for purposes of withholding. A
distribution in excess of our earnings and profits will be subject to 30%
distribution withholding if at the time of the distribution it cannot be
determined whether the distribution will be in an amount in excess of our
current or accumulated earnings and profits. If the amount of tax we withheld
with respect to a distribution to a foreign shareholder exceeds the
shareholder's United States tax liability with respect to that distribution, the
foreign shareholder may file for a refund of the excess from the Internal
Revenue Service.

Sale of Our Shares by a Foreign Shareholder

A sale of our shares by a foreign shareholder generally will be subject to
United States federal income taxation unless our shares constitute a "United
States real property interest" within the meaning of FIRPTA. Our shares will not
constitute a United States real property interest if we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT that at all times
during a specified testing period has less than 50% in value of its shares held
directly or indirectly by foreign shareholders. We currently anticipate that we
will be a domestically controlled REIT. Therefore, sales of our shares should
not be subject to taxation under FIRPTA. However, no assurance can be given that
we will continue to be a domestically controlled REIT. If we were not a
domestically controlled REIT, whether a foreign shareholder's sale of our shares
would be subject to tax under FIRPTA as a sale of a United States real property
interest would depend on whether our shares were "regularly traded" on an
established securities market and on the size of the selling shareholder's
interest in CPA(R):14. Our shares currently are not "regularly traded" on an
established securities market. If the gain on the sale of shares were subject to
taxation under FIRPTA, a foreign shareholder would be subject to the same
treatment as a domestic shareholder with respect to the gain (subject to any
applicable alternative minimum tax and a special alternative minimum tax in the
case of non-resident alien individuals). In addition, distributions that are
treated as gain from the disposition of shares and are subject to tax under
FIRPTA also may be subject to a 30% branch profit tax when made to a corporate
foreign shareholder that is not entitled to treaty exemptions. Under FIRPTA the
purchaser of our shares may be required to withhold 10% of the purchase price
and remit this amount to the Internal Revenue Service. Capital gains not subject
to FIRPTA will be taxable to a foreign shareholder if the foreign Shareholder is
a non-resident alien individual who is present in the United States for 183 days
or more during the taxable

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year and some other conditions apply, in which case the non-resident alien
individual will be subject to a 30% tax on his or her U.S. source capital gains.

Recently promulgated Treasury regulations may alter the procedures for
claiming the benefits of an income tax treaty. Our foreign shareholders should
consult their tax advisors concerning the effect, if any, of the new Treasury
regulations on an investment in our shares.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX FOR DOMESTIC
SHAREHOLDERS

Under some circumstances, domestic shareholders may be subject to backup
withholding at a rate of 31% on payments made with respect to, or cash proceeds
of a sale or exchange of, shares. Backup withholding will apply only if the
shareholder:

-- fails to furnish his or her taxpayer identification number (which, for
an individual, would be his or her Social Security Number);

-- furnishes an incorrect tax identification number;

-- is notified by the Internal Revenue Service that he or she has failed
properly to report payments of interest and distributions or is
otherwise subject to backup withholding; or

-- under some circumstances, fails to certify, under penalties of
perjury, that he or she has furnished a correct tax identification
number and (a) that he or she has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding for
failure to report interest and distribution payments or (b) that he or
she has been notified by the Internal Revenue Service that he or she
is no longer subject to backup withholding.

Backup withholding will not apply with respect to payments made to some
shareholders, such as corporations and tax-exempt organizations.

Domestic shareholders should consult their own tax advisors regarding their
qualifications for exemption from backup withholding and the procedure for
obtaining an exemption. Backup withholding is not an additional tax. Rather, the
amount of any backup withholding with respect to a payment to a domestic
shareholder will be allowed as a credit against the domestic shareholder's
United States federal income tax liability and may entitle the domestic
shareholder to a refund, provided that the required information is furnished to
the Internal Revenue Service.

BACKUP WITHHOLDING TAX FOR FOREIGN SHAREHOLDERS

Additional issues may arise for information reporting and backup
withholding for foreign shareholders. Foreign shareholders should consult their
tax advisors with regard to U.S. information reporting and backup withholding.

STATEMENT OF STOCK OWNERSHIP

We are required to demand annual written statements from the record holders
of designated percentages of our shares disclosing the actual owners of the
shares. Any record shareholder who, upon our request, does not provide us with
required information concerning actual ownership of the shares is required to
include specified information relating to his shares in his federal income tax
return. We also must maintain, within the Internal Revenue District in which we
are required to file our federal income tax return, permanent records showing
the information we have received about the actual ownership of shares and a list
of those persons failing or refusing to comply with our demand.

STATE AND LOCAL TAX

We and our operating subsidiaries may be subject to state and local tax in
states and localities in which we or they do business or own property. The tax
treatment of CPA(R):14, our operating subsidiaries

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and the holders of our shares in local jurisdictions may differ from the federal
income tax treatment described above.

ERISA CONSIDERATIONS

The following is a summary of some non-tax considerations associated with
an investment in CPA(R):14 by a qualified plan, Keogh Plan or an IRA. This
summary is based on provisions of ERISA and the Code, as amended through the
date of this prospectus, and relevant regulations and opinions issued by the
Department of Labor. No assurance can be given that legislative or
administrative changes or court decisions may not be forthcoming which would
significantly modify the statements expressed herein. Any changes may or may not
apply to transactions entered into prior to the date of their enactment.

In considering using the assets of an employee benefit plan subject to
ERISA to purchase shares, such as a profit-sharing, 401(k), or a pension plan,
or of any other retirement plan or account subject to Section 4975 of the Code
such as an IRA or Keogh Plan (collectively, "Benefit Plans"), a fiduciary,
taking into account the facts and circumstances of such Benefit Plan, should
consider, among other matters,

-- whether the investment is consistent with the applicable provisions of
ERISA and the Code,

-- whether the investment will produce unrelated business taxable income
to the Benefit Plan (see "United States Federal Income Tax
Considerations -- Taxation of Tax-Exempt Entities"), and

-- the need to value the assets of the Benefit Plan annually.

Under ERISA, a plan fiduciary's responsibilities include the duty

-- to act solely in the interest of plan participants and beneficiaries
and for the exclusive purpose of providing benefits to them, as well
as defraying reasonable expenses of plan administration;

-- to invest plan assets prudently;

-- to diversify the investments of the plan unless it is clearly prudent
not to do so; and

-- to comply with plan documents insofar as they are consistent with
ERISA.

ERISA also requires that the assets of an employee benefit plan be held in trust
and that the trustee (or a duly authorized named fiduciary or investment
manager) have exclusive authority and discretion to manage and control the
assets of the plan.

In addition, Section 406 of ERISA and Section 4975 of the Code prohibit
specified transactions involving assets of a Benefit Plan and any "party in
interest" or "disqualified person" with respect to that Benefit Plan. These
transactions are prohibited regardless of how beneficial they may be for the
Benefit Plan. The prohibited transactions include the sale, exchange or leasing
of property, the lending of money or the extension of credit between a Benefit
Plan and a party in interest or disqualified person, and the transfer to, or use
by, or for the benefit of, a party in interest, or disqualified person, of any
assets of a Benefit Plan. A fiduciary of a Benefit Plan also is prohibited from
engaging in self-dealing, acting for a person who has an interest adverse to the
plan (other than in the case of most IRAs and some Keogh Plans), or receiving
any consideration for its own account from a party dealing with the plan in a
transaction involving plan assets.

Furthermore, Section 408 of the Code states that assets of an IRA trust may
not be commingled with other property except in a common trust fund or common
investment fund.

PLAN ASSETS

Neither ERISA nor the Code define the term "plan assets." However, on
November 13, 1986, the Department of Labor published a final regulation
describing what constitutes the assets of a Benefit

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Plan when it invests in specific kinds of entities (29 C.F.R. Section
2510.3-101, the "Regulation"). The Regulation was generally effective as of
March 13, 1987. As discussed below, we have received an opinion of counsel that,
under the final regulations issued by the Department of Labor, our assets should
not be deemed to be "plan assets" if Benefit Plans invest in shares, assuming
the conditions set forth in the opinion are satisfied.

Under the Regulation, the assets of corporations, partnerships, or other
entities in which a Benefit Plan makes an equity investment will be deemed to be
assets of the Benefit Plan unless the entity satisfies at least one of the
exceptions to this general rule. The Regulation provides as one exception that
the underlying assets of entities such as CPA(R):14 will not be treated as
assets of a Benefit Plan if the interest the Benefit Plan acquires is a
"publicly-offered security." A publicly-offered security must be

-- "freely transferable,"

-- part of a class of securities that is owned by 100 or more persons who
are independent of the issuer and one another, and

-- sold as part of a public offering registered under the Securities Act
of 1933 and be part of a class of securities registered under the
Securities Exchange Act of 1934, as amended, within a specified time
period.

The shares are being sold as part of an offering of securities to the
public pursuant to an effective registration statement under the Securities
Exchange Act, and we have represented that the shares will be part of a class
registered under the Securities Exchange Act within the specified time frames.
Any shares purchased, therefore, should satisfy the third criterion of the
publicly offered exemption.

We have over 100 shareholders. Thus, the second criterion of the publicly
offered exception will be satisfied.

Whether a security is freely transferable depends upon the particular facts
and circumstances. The shares will be subject to restrictions intended to ensure
that we continue to qualify for federal income tax treatment as a REIT.
According to the Regulation, where the minimum investment in a public offering
of securities is $10,000 or less, the presence of a restriction on
transferability intended to prohibit transfers which would result in a
termination or reclassification of the entity for state or federal tax purposes
will not ordinarily affect a determination that such securities are freely
transferable. The minimum investment in shares is less than $10,000. Thus, the
restrictions imposed to maintain our status as a REIT should not cause the
shares to not be freely transferable.

We have obtained an opinion from counsel that the shares should constitute
"publicly-offered securities" and that our underlying assets should not be
considered plan assets under the Regulation assuming the offering takes place as
described in this prospectus.

In the event that our underlying assets were treated by the Department of
Labor as assets of a Benefit Plan, our management would be treated as
fiduciaries with respect to Benefit Plan shareholders and the prohibited
transaction restrictions of ERISA and the Code would apply to any transaction
involving our management and assets, unless an administrative or statutory
exemption under ERISA applies. These restrictions could, for example, require
that we avoid transactions with entities that are affiliated with us or our
affiliates or restructure our activities in order to obtain an exemption from
the prohibited transaction restrictions. Alternatively, we might provide Benefit
Plan shareholders with the opportunity to sell their shares to us or we might
dissolve or terminate.

If our underlying assets were treated as assets of a Benefit Plan, the
investment in CPA(R):14 also might constitute an ineffective delegation of
fiduciary responsibility to Carey Property Advisors and expose the fiduciary of
the plan to co-fiduciary liability under ERISA for any breach by Carey Property
Advisors of its ERISA fiduciary duties. Finally, an investment by an IRA in
CPA(R):14 might result in an impermissible commingling of plan assets with other
property.

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If a prohibited transaction were to occur, the Code imposes an excise tax
equal to 15 percent of the amount involved and authorizes the Internal Revenue
Service to impose an additional 100% excise tax if the prohibited transaction is
not "corrected." These taxes would be imposed on any disqualified person who
participates in the prohibited transaction. In addition, Carey Property Advisors
and possibly other fiduciaries of Benefit Plan shareholders subject to ERISA who
permitted the prohibited transaction to occur or who otherwise breached their
fiduciary responsibilities, or a non-fiduciary participating in a prohibited
transaction, could be required to restore to the plan any profits they realized
as a result of the transaction or breach, and make good to the plan any losses
incurred by the plan as a result of the transaction or breach. With respect to
an IRA that invests in CPA(R):14, the occurrence of a prohibited transaction
involving the individual who established the IRA, or his or her beneficiary,
would cause the IRA to lose its tax-exempt status under Section 408(e)(2) of the
Code.

In the opinion of counsel, as discussed above, our assets should not
constitute plan assets following an investment in shares by Benefit Plans.
Accordingly, the problems discussed in the preceding three paragraphs are not
expected to arise.

OTHER PROHIBITED TRANSACTIONS

Regardless of whether the shares qualify for the "publicly-offered
security" exception of the Regulation, a prohibited transaction could occur if
we, any selected dealer, the escrow agent or any of their affiliates is a
fiduciary (within the meaning of Section 3(21)) of ERISA with respect to the
purchase of the shares. Accordingly, unless an administrative or statutory
exemption applies, shares should not be purchased by a Benefit Plan to which any
of the above persons is a fiduciary with respect to the purchase. A person is a
fiduciary to a plan under Section 3(21) of ERISA if, among other things, the
person has discretionary authority or control with respect to plan assets or
provides investment advice for a fee with respect to the assets. Under a
regulation issued by the Department of Labor, a person would be deemed to be
providing investment advice if that person renders advice as to the advisability
of investing in shares and that person regularly provides investment advice to
the plan pursuant to a mutual agreement or understanding (written or otherwise)
that (i) the advice will serve as the primary basis for investment decisions and
(ii) the advice will be individualized for the plan based on its particular
needs.

INVESTMENT IN ESCROW ACCOUNT

The escrow agent will establish two separate escrow accounts. Benefit Plan
funds will be deposited in one account while funds from all other investors will
be deposited in another account. Pending issuance of the shares to a Benefit
Plan, the escrow agent will invest Benefit Plan funds in a money market account
maintained by the escrow agent. On each closing date, the funds paid by each
Benefit Plan will be released from the Benefit Plan escrow account and exchanged
for the applicable number of shares. Any interest earned by that account prior
to any such closing date will be paid to the investing Benefit Plan.

In considering an investment in CPA(R):14, a plan fiduciary should consider
whether the escrow account arrangement as well as the ultimate investment in
CPA(R):14 would be consistent with fiduciary standards applicable to that
Benefit Plan.

ANNUAL VALUATION

A fiduciary of an employee benefit plan subject to ERISA is required to
determine annually the fair market value of each asset of the plan as of the end
of the plan's fiscal year and to file a report reflecting that value. When no
fair market value of a particular asset is available, the fiduciary is to make a
good faith determination of that asset's "fair market value" assuming an orderly
liquidation at the time the determination is made. In addition, a trustee or
custodian of an IRA must provide an IRA participant with a statement of the
value of the IRA each year. In discharging its obligation to value

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assets of a plan, a fiduciary subject to ERISA must act consistently with the
relevant provisions of the plan and the general fiduciary standards of ERISA.

Unless and until the shares are listed on a national securities exchange or
are included for quotation on Nasdaq, it is not expected that a public market
for the shares will develop. To date, neither the Internal Revenue Service nor
the Department of Labor has promulgated regulations specifying how a plan
fiduciary should determine the "fair market value" of the shares under those
circumstances, namely when the fair market value of the shares is not determined
in the marketplace. Therefore, to assist fiduciaries in fulfilling their
valuation and annual reporting responsibilities with respect to ownership of
shares, we intend to provide reports of our annual determinations of the current
value of our net assets per outstanding share to those fiduciaries (including
IRA trustees and custodians) who identify themselves to us and request the
reports. Prior to and for the year ending December 31, 2002, we intend to use
the offering price of shares as the per share net asset value. Thereafter,
beginning with the year 2003, the value of the properties and our other assets
will be based on a valuation. Such valuation will be performed by a person
independent of us and of Carey Property Advisors.

We anticipate that we will provide annual reports of the determination (i)
to IRA trustees and custodians not later than January 15 of each year, and (ii)
to other qualified plan trustees and custodians within 75 days after the end of
each calendar year. Each determination may be based upon valuation information
available as of October 31 of the preceding year, updated for any material
changes occurring between October 31 and December 31.

We intend to revise these valuation procedures to conform with any relevant
guidelines that the Internal Revenue Service or the Department of Labor may
hereafter issue. Meanwhile, there can be no assurance

-- that the value could or will actually be realized by us or by
shareholders upon liquidation (in part because appraisal or estimated
value do not necessarily indicate the price at which assets could be
sold and because no attempt will be made to estimate the expenses of
selling any of our assets),

-- that shareholders could realize this value if they were to attempt to
sell their shares, or

-- that this value would comply with the ERISA or IRA requirements
described above.

DESCRIPTION OF SHARES

The following description of the shares does not purport to be complete but
contains a summary of portions of the articles of incorporation and is qualified
in its entirety by reference to the articles of incorporation.

GENERAL DESCRIPTION OF SHARES

We are authorized to issue 60,000,000 shares, each share having a par value
of $.001. Each share is entitled to participate equally in distributions when
and as declared by the directors and in the distribution of our assets upon
liquidation. Each share is entitled to one vote and will be fully paid and
non-assessable by CPA(R):14 upon issuance and payment therefor. Shares, other
than excess shares, which are defined in the organizational documents to mean
shares held by an investor in excess of 9.8% of the total number of shares
issued and outstanding at the time the shares are acquired, are not subject to
redemption. The shares have no preemptive rights which rights are intended to
insure that a shareholder maintains the same ownership interest (on a percentage
basis) before and after the issuance of additional securities or cumulative
voting rights (which are intended to increase the ability of smaller groups of
shareholders to elect directors). We currently do not intend to issue any
securities other than the shares discussed in this prospectus, although it may
do so at any time. We have the authority to issue shares of any class or
securities convertible into shares of any class or classes, to classify or to
reclassify any unissued stock by setting or changing the preferences, conversion
or other rights, voting

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powers, restrictions, limitations as to distributions, qualifications and terms
and conditions of redemption of the stock, all as determined by the directors.

We may apply to list the shares for trading on a national securities
exchange or to include them for quotation on Nasdaq unless the board of
directors (including a majority of the independent directors) deems the listing
or quotation not to be in the best interest of the shareholders. There can be no
assurance that our application will be accepted if made. If the shares are not
listed or included for quotation, the properties generally will be liquidated
beginning five to ten years after the net proceeds of this offering are
substantially invested. In making the decision to apply for listing of the
shares, the board will try to determine whether listing the shares or
liquidating CPA(R):14 will result in greater value for the shareholders. Even if
the shares are not so listed or included for quotation, we are under no
obligation to liquidate our portfolio within this period since the precise
timing will depend on real estate and financial markets, economic conditions of
the areas in which the properties are located and federal income tax effects on
shareholders which may prevail in the future. Furthermore, there can be no
assurance that we will be able to liquidate our portfolio and it should be noted
that we will continue our existence until all of our properties are sold and our
other assets are liquidated.

We will not issue certificates. Shares will be held in "uncertificated"
form which will eliminate the physical handling and safekeeping responsibilities
inherent in owning transferable stock certificates and eliminate the need to
return a duly executed stock certificate to the transfer agent to effect a
transfer. Transfers can be effected simply by mailing to us a duly executed
stock power. Upon the issuance of our shares, we will send to each shareholder a
written statement which will include all information that is required to be
written upon stock certificates under Maryland law.

MEETINGS AND SPECIAL VOTING REQUIREMENTS

An annual meeting of the shareholders will be held each year, not fewer
than 30 days after delivery of our annual report. Special meetings of
shareholders may be called only upon the request of a majority of the directors,
a majority of the independent directors, the chairman, the president or upon the
written request of shareholders entitled to cast at least 10% of all the votes
entitled to be cast at a meeting. In general, the presence in person or by proxy
of a majority of the outstanding shares, exclusive of excess shares, shall
constitute a quorum. Generally, the affirmative vote of a majority of the votes
entitled to be voted at a meeting at which a quorum is present is necessary to
take shareholder action, except that a plurality of all votes cast at such a
meeting is sufficient to elect a director.

Our articles of incorporation may be amended by a majority of the board of
directors (including a majority of the independent directors) and approval of
the shareholders at a duly held meeting at which a quorum is present. Amendments
affecting the provisions on indemnification of directors and officers,
limitation of personal liability of directors and officers, and limitation on
ownership of shares of CPA(R):14, must be approved by a vote of two-thirds of
the shareholders. In general, our bylaws may be amended by a majority vote of
the shareholders. The limitations on share ownership may only be amended by a
two-thirds majority vote of all outstanding shares. Any amendment to the bylaws
that would reduce the priority of payment or the amount payable to the
shareholders upon liquidation of CPA(R):14 or that would diminish or eliminate
any voting rights require the approval of a two-thirds majority of shares
entitled to vote. Shareholders may, by the affirmative vote of a majority of the
shareholders entitled to vote on such matter, elect to remove a director from
the board or dissolve CPA(R):14. Shareholders do not have the ability to vote to
replace Carey Property Advisors or to select a new advisor.

The affirmative vote of a majority of all shares entitled to be cast is
required to approve any merger or sale of substantially all of our assets other
than in the ordinary course of business. The term "substantially all" as used in
this context is a term used in the Maryland Corporation and Association Code.
This code does not include a definition of this term and Maryland case law
suggests that the term be defined on a case-by-case basis. The effect for
investors of the Maryland Code's lack of definition is that we cannot provide
investors with a definition for "substantially all" and therefore shareholders
will

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not know whether a sale of assets will constitute a sale of substantially all of
the assets or whether or not they will have the right to approve any particular
sale. Shareholders objecting to the approval of any merger or sale of assets are
permitted under Maryland law to petition a court for the appraisal and payment
of the fair value of their shares. In an appraisal proceeding, the court
appoints appraisers who attempt to determine the fair value of the stock as of
the date of the shareholder vote on the merger or sale of assets. The
appraisers' report is considered by the court which makes the final
determination of the fair value to be paid to the shareholder and which decides
whether the award of interest from the date of the merger or sale of assets and
costs of the proceeding are to be awarded to the dissenting shareholder.

Shareholders are entitled to receive a copy of our shareholder list upon
request provided that the requesting shareholder represents to us that the list
will not be used to pursue commercial interests. The list provided by us will
include the name, address and telephone number (if available) of, and number of
shares owned by, each shareholder and will be in alphabetical order, on white
paper and in easily readable type size and will be sent within ten days of the
receipt by us of the request (or five days if the shareholder first requests a
copy of the representation and returns it to us within 30 days). A shareholder
requesting a list will be required to pay our reasonable cost of postage and
duplication. We will pay the costs incurred and any actual damages suffered by a
shareholder who must compel the production of a list and is successful. Any
shareholder who breaches the terms of the representation provided to us will be
liable to us for any costs or damages resulting from such breach. The list will
be updated at least quarterly to reflect changes in the information contained
therein.

The rights of shareholders described above are in addition to and do not
adversely affect rights provided to investors under Rule 14a-7 promulgated under
the Securities Exchange Act, which provides that, upon request of investors and
the payment of the expenses of the distribution, we are required to distribute
specific materials to shareholders in the context of the solicitation of proxies
for voting on matters presented to shareholders, or, at our option, provide
requesting shareholders with a copy of the list of shareholders so that the
requesting shareholders may make the distribution themselves.

RESTRICTION ON OWNERSHIP OF SHARES

In order for us to qualify as a REIT, not more than 50% of our outstanding
shares may be owned by any five or fewer individuals (including some tax-exempt
entities) during the last half of each taxable year, and the outstanding shares
must be owned by 100 or more persons independent of us and each other during at
least 335 days of a 12-month taxable year or during a proportionate part of a
shorter taxable year for which an election to be treated as a REIT is made. We
may prohibit certain acquisitions and transfers of shares so as to facilitate
our continued qualification as a REIT under the Code. However, there can be no
assurance that this prohibition will be effective.

The articles of incorporation, in order to assist the board in preserving
our status as a REIT, contain an ownership limit which prohibits any person or
group of persons from acquiring, directly or indirectly, beneficial ownership of
more than 9.8% of the outstanding shares. Shares owned by a person or a group of
persons in excess of the ownership limit are deemed "excess shares." Shares
owned by a person who individually owns of record less than 9.8% of outstanding
shares may nevertheless be excess shares if the person is deemed part of a group
for purposes of this restriction.

The articles of incorporation stipulate that any purported issuance or
transfer of shares shall be valid only with respect to those shares that do not
result in the transferee-shareholder owning shares in excess of the ownership
limit. If the transferee-shareholder acquires excess shares, the person is
considered to have acted as our agent and holds the excess shares on behalf of
the ultimate shareholder.

The ownership limit does not apply to offerors which, in accordance with
applicable federal and state securities laws, make a cash tender offer, where at
least 85% of the outstanding shares (not including shares or subsequently issued
securities convertible into common stock which are held by the tender offeror
and/or any "affiliates" or "associates" thereof within the meaning of the
Securities Exchange Act) are duly tendered and accepted pursuant to the cash
tender offer. The ownership limit
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also does not apply to the underwriter in a public offering of the shares. The
ownership limit does not apply to a person or persons which the directors so
exempt from the ownership limit upon appropriate assurances that our
qualification as a REIT is not jeopardized.

All persons who own 5% or more of the outstanding shares during any taxable
year will be asked to deliver a statement or affidavit setting forth the number
of shares beneficially owned, directly or indirectly, by these persons. See
"United States Federal Income Tax Considerations -- Statement of Stock
Ownership."

DISTRIBUTIONS

We intend to declare distributions before each issuance of shares during
this offering and on a quarterly basis. Distributions will be paid to investors
who are shareholders as of the record date selected by the directors.
Distributions will be paid on a quarterly basis regardless of the frequency with
which such distributions are declared. We are required to make distributions
sufficient to satisfy the REIT requirements. Generally, income distributed as
distributions will not be taxable to us under federal income tax laws unless we
fail to comply with the REIT requirements.

Distributions will be paid at the discretion of the directors, in
accordance with our earnings, cash flow and general financial condition. The
directors' discretion will be directed, in substantial part, by their obligation
to cause us to comply with the REIT requirements. Because we may receive income
from interest or rents at various times during its fiscal year, distributions
may not reflect our income earned in that particular distribution period but may
be made in anticipation of cash flow which we expect to receive during a later
quarter and may be made in advance of actual receipt in an attempt to make
distributions relatively uniform. We can borrow to make distributions if the
borrowing is necessary to maintain our REIT status or if the borrowing is part
of a liquidation strategy to partially or completely liquidate investments in
properties by borrowing against those properties.

We are not prohibited from distributing our own securities in lieu of
making cash distributions to shareholders, provided that the securities
distributed to shareholders are readily marketable. Shareholders who receive
marketable securities in lieu of cash distributions may incur transaction
expenses in liquidating the securities.

REPURCHASE OF EXCESS SHARES

We have the authority to redeem excess shares immediately upon becoming
aware of existence of excess shares or after giving the person in whose hands
shares are excess shares 30 days to transfer the excess shares to a person whose
ownership of such shares would not exceed the ownership limit and, therefore,
would no longer be considered excess shares. The price paid upon redemption by
us shall be the lesser of the price paid for such excess shares by the
shareholder in whose possession the redeemed shares were formerly excess shares
or the fair market value of the excess shares. We may purchase excess shares or
otherwise repurchase shares if the repurchase does not impair our capital or
operations.

W. P. Carey & Co., Carey Property Advisors and their affiliates may not
receive a fee on the purchase of shares.

REDEMPTION OF SHARES

Prior to the time, if any, as the shares are listed on a national
securities market, any shareholder (other than Carey Property Advisors) that has
held his or her shares for at least one year may present all or any portion of
their shares to us for redemption at any time, in accordance with the procedures
outlined herein. At that time, we may, at our option, subject to the conditions
described below, redeem the shares presented for redemption for cash to the
extent we have sufficient funds available, as determined by the board of
directors in its sole discretion. There is no assurance that there will be
sufficient funds available for redemption and, accordingly, a shareholder's
shares may not be redeemed. In addition, Carey Property Advisors will assist
with the identification of prospective third-party buyers.

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The board of directors will determine on a quarterly basis whether we have
sufficient excess cash to repurchase shares. Shareholders may offer shares to us
for purchase and we will purchase the offered shares if it has sufficient cash.
We will impose a surrender charge on repurchased shares in accordance with the
following schedule:

<TABLE>
<CAPTION>
HOLDING PERIOD OF SHARES SURRENDER CHARGE
------------------------ ----------------
<S> <C>
1-3 years......................................... 12% of net asset value
4 years........................................... 11% of net asset value
5 years........................................... 10% of net asset value
6 years........................................... 9% of net asset value
7 years........................................... 8% of net asset value
8 years........................................... 7% of net asset value
9 years........................................... 6% of net asset value
10 years.......................................... 5% of net asset value
11 years or more.................................. 4% of net asset value
</TABLE>

The net asset value, for purposes of calculating the purchase price, shall
be $10 per share until we begin having appraisals performed by an independent
third party as of December 31, 2003, at which time the net asset value will be
as determined by the appraiser. The board of directors reserves the right to
adjust the net asset value on a quarterly basis to account for significant
capital transactions.

If we have sufficient funds to purchase some but not all of the shares
offered, the shareholders holding their shares for the longest amount of time
will be given priority. We will only be able to repurchase shares if it
maintains a currently effective registration statement. While we intend to
maintain an effective registration statement, there can be no assurance that it
will be able to do so. Furthermore, there can be no assurance that we will have
sufficient funds to repurchase any shares.

A shareholder who wishes to have his or her shares redeemed must mail or
deliver a written request on a form provided by us and executed by the
shareholder, our trustee or authorized agent. Within 30 days following our
receipt of the shareholder's request, we will forward to the shareholder the
documents necessary to effect the redemption, including any signature guarantee
we may require. Any redemption will be completed for a calendar quarter provided
that we receive the properly completed redemption documents from the shareholder
at least one calendar month prior to the last day of the current calendar
quarter and we have sufficient funds to redeem the shares. The effective date of
any redemption will be the last date during a quarter during which we receive
the properly completed redemption documents. As a result, we anticipate that,
assuming sufficient funds, the effective date of redemptions will be no later
than thirty days after the quarterly determination of the availability of funds.

A shareholder may present fewer than all his or her shares to us for
redemption, provided, however, that if the shareholder retains any shares, he or
she must retain at least 250 shares (200 shares for an IRA, Keogh Plan or
pension plan). Shares transferred by reason of death will be deemed to have been
held from the time the shares were first acquired.

The directors, in their sole discretion, may amend or suspend the
redemption plan at any time they determine any amendment or suspension is in our
best interest. The directors may suspend the redemption of shares if

-- they determine, in their sole discretion, that the redemption impairs
our capital or operations;

-- they determine, in their sole discretion, that an emergency makes the
redemption not reasonably practical;

-- any governmental or regulatory agency with jurisdiction over us so
demands for the protection of the shareholders;

-- they determine, in their sole discretion, that the redemption would be
unlawful; or

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-- they determine, in their sole discretion, that the redemption, when
considered with all other redemptions, sales, assignments, transfers
and exchanges of our shares, could cause direct or indirect ownership
of our shares to become concentrated to an extent which would prevent
us from qualifying as a REIT under the Code.

For a discussion of the tax treatment of redemptions, see "United States Federal
Income Tax Considerations -- Taxation of Shareholders."

RESTRICTIONS ON ROLL-UP TRANSACTIONS

In connection with any proposed transaction considered a "Roll-up
Transaction" involving us and the issuance of securities of an entity (a
"Roll-up Entity") that would be created or would survive after the successful
completion of the Roll-up Transaction, an appraisal of all properties shall be
obtained from a competent independent appraiser. The properties shall be
appraised on a consistent basis, and the appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
properties as of a date immediately prior to the announcement of the proposed
Roll-up Transaction. The appraisal shall assume an orderly liquidation of
properties over a 12-month period. The terms of the engagement of the
independent appraiser shall clearly state that the engagement is for our benefit
and the shareholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
shareholders in connection with a proposed Roll-up Transaction. A "Roll-up
Transaction" is transaction involving the acquisition, merger, conversion or
consolidation, directly or indirectly, of CPA(R):14 and the issuance of
securities of a Roll-up Entity. This term does not include:

-- a transaction involving our securities that have been for at least 12
months listed on a national securities exchange or included for
quotation on Nasdaq National Market System; or

-- a transaction involving the conversion to corporate, trust, or
association form of only CPA(R):14 if, as a consequence of the
transaction there will be no significant adverse change in any of the
following: Shareholder voting rights; the term of our existence;
compensation to W. P. Carey & Co. or Carey Property Advisors; or our
investment objectives of CPA(R):14.

In connection with a proposed Roll-up Transaction, the person sponsoring
the Roll-up Transaction must offer to shareholders who vote "no" on the proposal
the choice of:

(i) accepting the securities of a Roll-up Entity offered in the
proposed Roll-up Transaction; or

(ii) one of the following:

(A) remaining as shareholders of CPA(R):14 and preserving their
interests therein on the same terms and conditions as existed
previously, or

(B) receiving cash in an amount equal to the shareholder's pro rata
share of the appraised value of our net assets.

We are prohibited from participating in any proposed Roll-up Transaction:

(a) which would result in the shareholders having democracy rights in
a Roll-up Entity that are less than those provided in the bylaws and
described elsewhere in this prospectus, including rights with respect to
the election and removal of directors, annual reports, annual and special
meetings, amendment of the articles of incorporation, and dissolution of
CPA(R):14. See "Management," "Reports to Shareholders" and "Description of
Shares;"

(b) which includes provisions that would operate to materially impede
or frustrate the accumulation of shares by any purchaser of the securities
of the Roll-up Entity (except to the minimum extent necessary to preserve
the tax status of the Roll-up Entity), or which would limit the ability of
an investor to exercise the voting rights of its securities of the Roll-up
Entity on the basis of the number of shares held by that investor;

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(c) in which investor's rights to access of records of the Roll-up
Entity will be less than those provided in the section of this prospectus
entitled "Description of Shares -- Meetings and Special Voting
Requirements;" or

(d) in which any of the costs of the Roll-up Transaction would be
borne by us if the Roll-up Transaction is not approved by the shareholders.

TRANSFER AGENT

The transfer agent and registrar for the shares will be
Resource/Phoenix(R). The transfer agent's address is 2401 Kerner Boulevard, San
Rafael, California 94901-5529, and its phone number is 888-241-3737.

THE OFFERING

Subject to the conditions set forth in this prospectus and in accordance
with the terms and conditions of the Sales Agency Agreement, we are offering to
the public through Carey Financial and selected dealers, on a best efforts
basis, a maximum of $300,000,000 of shares of common stock consisting of
30,000,000 shares priced at $10 per share. The minimum subscription is 250
shares or $2,500 (200 shares or $2,000 for an IRA or a Keogh Plan except for
Iowa tax exempt investors which must make a minimum investment of 250 shares or
$2,500). See "Terms of the Offering." Carey Financial and American Express
Financial Services, Inc. are expected to sell a significant number of shares.

Carey Financial will receive a selling commission in an amount equal to
$0.65 per share, whether sold directly by it or by one of the selected dealers,
all of whom must be members in good standing of the National Association of
Securities Dealers, Inc. Carey Financial may, in turn, reallow up to $0.60 per
share of the selling commissions to selected dealers for shares they sell. We
also will reimburse Carey Financial for the amount of any selected dealer fee
paid to selected dealers, which fee may not exceed 1% of the price of each share
sold by the selected dealer. Carey Financial has agreed to pay a selected dealer
fee of 1% to all selected dealers and Carey Financial will receive a selected
dealer fee of 1% for shares sold directly by Carey Financial. We will also pay
Carey Financial a management fee of $.05 per share for managing the offering. In
addition, Carey Financial or selected dealers, in their sole discretion, may
elect not to accept any selling commission we offer for shares that they sell.
In that event, these shares shall be sold to the investor net of all selling
commissions, at a price per share of $9.35. We have agreed to indemnify Carey
Financial and selected dealers against specific liabilities, including
liabilities under the Securities Act of 1933.

We will offer a reduced share purchase price to "single purchasers" on
orders of more than $250,000 and selling commissions paid to Carey Financial and
selected dealers will be reduced by the amount of the share purchase price
discount. The share purchase price will be reduced for each incremental share
purchased in the total volume ranges set forth in the table below. The reduced
purchase price will not affect the amount we receive for investment. The
following table sets forth the reduced share purchase price and selling
commissions payable to Carey Financial:

<TABLE>
<CAPTION>
SELLING COMMISSION
PURCHASE PRICE PER SHARE
PER SHARE FOR ON TOTAL SALE FOR
FOR A "SINGLE INCREMENTAL SHARE IN INCREMENTAL SHARE IN
PURCHASER" VOLUME DISCOUNT RANGE VOLUME DISCOUNT RANGE
------------- --------------------- ---------------------
<C> <S> <C> <C> <C>
$ 2,000 -- $ 250,000 $10.00 $0.65
250,001 -- 500,000 9.85 0.50
500,001 -- 750,000 9.70 0.35
750,001 -- 1,000,000 9.60 0.25
1,000,001 -- 5,000,000 9.50 0.15
</TABLE>

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Selling commissions for purchases of $5,000,000 or more will, in our sole
discretion, be reduced to $0.10 per share or less but in no event will the
proceeds to us be less than $9.35 per share. Selling commissions paid will in
all cases be the same for the same level of sales. In the event of a sale of
$5,000,000 or more, we will supplement this prospectus to include (i) the
aggregate amount of the sale, (ii) the price per share paid by the purchaser and
(iii) a statement that other investors wishing to purchase at least the amount
described in (i) will pay no more per share than the initial purchaser.

Orders may be combined for the purpose of determining the total commissions
payable with respect to applications made by a "single purchaser." The amount of
total commissions thus computed will be apportioned pro rata among the
individual orders on the basis of the respective amounts of the orders being
combined. As used herein, the term "single purchaser" will include

(1) any person or entity, or persons or entities, acquiring shares as joint
purchasers,

(2) all profit-sharing, pension and other retirement trusts maintained by a
given corporation, partnership or other entity,

(3) all funds and foundations maintained by a given corporation,
partnership or other entity,

(4) all profit-sharing, pension and other retirement trusts and all funds
or foundations over which a designated bank or other trustee, person or
entity (except an investment adviser registered under the Investment
Advisers Act of 1940) exercises discretionary authority with respect to
an investment in CPA(R):14, and

(5) all clients of an investment adviser registered under the Investment
Advisers Act of 1940 who have been advised by that adviser on an
ongoing basis regarding investments other than in CPA(R):14, and who
have been advised by such adviser regarding an investment in CPA(R):14.

In the event a single purchaser described in categories (2) through (5)
above wishes to have its orders so combined, that purchaser will be required to
request the treatment in writing, which request must set forth the basis for the
discount and identify the orders to be combined. Any request will be subject to
our verification that all of the orders were made by a single purchaser.

Orders also may be combined for the purpose of determining the commissions
payable in the case of orders by any purchaser described in category (1) through
(5) above who, subsequent to its initial purchase of shares, orders additional
shares. In this event, the commission payable with respect to the subsequent
purchase of shares will equal the commission per share which would have been
payable in accordance with the commission schedule set forth above if all
purchases had been made simultaneously. Any reduction of the 6.5% selling
commission otherwise payable to Carey Financial or a selected dealer will be
credited to the purchaser as additional whole shares. Unless investors indicate
that orders are to be combined and provide all other requested information, we
cannot be held responsible for failing to combine orders properly.

Carey Property Advisors, its affiliates and their employees and the
selected dealers and their employees may purchase shares net of selling
commissions and we will pay no selling commissions on these shares. Any
purchases by Carey Property Advisors, its affiliates and their employees and the
selected dealers and their employees will be for investment purposes only and
not with the intent to resell the shares. There is no limit on the number of
shares such persons may purchase. There is no limit on the number of shares
purchased by affiliates of Carey Property Advisors and their employees and the
selected dealers and their employees. Any resale of the 20,000 shares currently
owned by Carey Property Advisors or shares it or our affiliates may purchase are
subject to Rule 144 promulgated under the Securities Act of 1933, which limits
the number of shares which may be resold at any one time and the manner of the
resale.

We will reimburse Carey Financial for its identified expenses and for
identified expenses of selected dealers reimbursed by Carey Financial, including
the costs of any sales and information meetings of the employees of Carey
Financial and the selected dealers (to the extent Carey Financial reimburses the
selected dealers for the expenses) relating to this offering. Subject to the
satisfactory completion of any
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regulatory reviews and examinations which may be required, the rules of the
National Association of Securities Dealers, Inc. and the prior review and
approval by the National Association of Securities Dealers, Inc. and Carey
Financial, the selected dealers (as appropriate), CPA(R):14, Carey Property
Advisors or any of their affiliates may establish sales incentive programs for
associated persons of Carey Financial or selected dealers or may reimburse Carey
Financial and selected dealers for sales incentive programs established by them.
Sales incentives will be deemed to be additional underwriting compensation.
Sales incentives will not be paid in cash and the aggregate value of the
non-cash incentives paid by us and Carey Property Advisors directly to
associated persons during this offering will not exceed $100 per year.

Carey Financial or other entities will provide wholesaling services to us.
All entities performing wholesaling activities will be required to be properly
licensed to engage in the securities business. These services will include
developing and preparing sales material, conducting broker/dealer seminars,
holding informational meetings and providing information and answering any
questions concerning this offering. We will reimburse Carey Financial for its
identified expenses incurred in coordinating wholesaling activities, including,
but not limited to

-- travel and entertainment expenses;

-- compensation of employees of Carey Financial in connection with
wholesaling activities;

-- expenses incurred in coordinating broker-dealer seminars and meetings;
and

-- wholesaling fees and wholesaling expense reimbursements paid to Carey
Financial or other entities.

In no event shall the total underwriting compensation to be paid to Carey
Financial and selected dealers from any source in connection with this offering,
including selling commissions, specified expense reimbursements and payments to
Carey Financial and selected dealers for the wholesaling services referred to
above, exceed 10% of the gross offering proceeds of the offering (plus 0.5% for
bona fide due diligence expenses). The total wholesaling expenses will not
exceed 3% of the gross offering proceeds. Carey Financial and we will monitor
the payment of all fees and expense reimbursements, including the servicing
fees, to assure that this limit is not exceeded.

In the event all organization and offering expenses, other than selling
commissions, and fees paid and expenses reimbursed to or paid on behalf of the
selected dealers, exceed 3.5% of the gross offering proceeds, the excess will be
paid by Carey Property Advisors with no recourse by or reimbursement to Carey
Property Advisors.

Every prospective investor desiring to purchase shares will be required to
comply with the procedures for ordering shares we imposed, Carey Financial and
the selected dealer from whom the investor intends to purchase shares. Carey
Financial and certain selected dealers will require an order form, a specimen of
which is attached to this prospectus, to be completed and delivered together
with a check payable to the escrow agent for the aggregate purchase price of the
shares ordered. Residents of Iowa, Maine, Massachusetts, Minnesota, Michigan,
Missouri, Nebraska, and North Carolina must complete and execute an order form.
Selected dealers will submit the checks directly to the escrow agent by noon of
the business day following receipt. Some selected dealers may offer investors
alternate procedures for purchasing shares. Under the alternative procedures,
the investor must maintain an account with the selected dealers or open the
account at no charge. An investor may then purchase shares by contacting his or
her broker and indicating the amount of his or her desired investment in shares.
If the investor has not already received a copy of this prospectus, Carey
Financial or a selected dealer will forward a copy of this prospectus to the
investor. Carey Financial or a selected dealer will notify the investor that the
full amount of the purchase price payment must be in the investor's account by a
specified settlement date, which shall occur within five business days after the
notice to the investor. An investor's account will be charged the amount of the
investment on the settlement date. For investors in all jurisdictions, by noon
of the next business day following the date funds are debited, the funds debited
from the investor's account will be sent to the escrow agent for deposit in the
escrow
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account we established for this offering. In addition, investors may be able to
direct that any distributions we pay be invested directly into a mutual fund.
Prior to the settlement date, the investor may withdraw his order by notifying
his broker at Carey Financial or the selected dealer.

On or after the settlement date, investors will have no right to withdraw
any funds submitted to the escrow agent during this offering period. We have the
unconditional right in our sole discretion to accept or reject any order or any
part thereof within 30 days of receipt of the order. If we reject any order or
any part thereof, we will notify the investor in writing thereof and arrange for
the escrow agent to promptly return to the investor the entire purchase price or
portion thereof which was rejected, along with any interest earned thereon.
Shares will be evidenced on our books and records, which will include a list of
shareholders' names, addresses and number of shares owned. An investor will not
receive a share certificate or other evidence of his interest in CPA(R):14
unless the shares are listed on a national securities exchange or included for
quotation on Nasdaq.

ESCROW ARRANGEMENTS

All funds received by Carey Financial and the selected dealers from orders
will be placed promptly in an interest-bearing escrow account with the escrow
agent at our expense until these funds are released as described below. Separate
escrow accounts will be established for benefit plan funds and all other funds.
Payment for shares are to be sent to the escrow agent at The United States Trust
Company of New York, 114 West 47th Street, New York, New York 10036-1532,
Attention: Pat Stermer. These funds will be held in trust for the benefit of
investors to be used for the purposes set forth in this prospectus. The escrow
agent will be given the right to invest non-benefit plan funds in United States
government securities, certificates of deposit or other time or demand deposits
of commercial banks which have a net worth of at least $100,000,000 or in which
the certificates or deposits are fully insured by any Federal or state
government agency. Benefit plan funds will be invested in a money market account
maintained by the escrow agent. The interest, if any, earned on escrow funds
prior to the transmittal of the proceeds to us will not become part of our
capital. Instead, within 15 days following each issuance of shares, CPA(R):14
will cause the escrow agent to make distributions to shareholders of all
interest earned on their escrowed funds used to purchase the shares. We may, as
security for borrowings made from third parties, assign its right to receive up
to 85% of the funds then held in escrow (not including funds held on behalf of
benefit plans).

Funds received by us from prospective investors will continue to be placed
in escrow during this offering and we will issue additional shares periodically
(but not less often than quarterly) as agreed between us and Carey Financial.
This offering will terminate at the time all shares being offered are sold or
unsold shares are withdrawn from registration by order of the board, but in no
case later than November 21, 1999.

REPORTS TO SHAREHOLDERS

We provide periodic reports to shareholders regarding our operations over
the course of the year. Financial information contained in all reports to
shareholders will be prepared on the accrual basis of accounting in accordance
with generally accepted accounting principles. Tax information will be mailed to
the shareholders by January 31 of each year. Our annual report, which will
include financial statements audited and reported upon by independent public
accountants, will be furnished within 120 days following the close of each
fiscal year. The annual financial statements will contain or be accompanied by a
complete statement of any transactions with W. P. Carey & Co., Carey Property
Advisors or its affiliates and of compensation and fees paid or payable by us to
Carey Property Advisors and its affiliates. Summary information regarding our
quarterly financial results will be furnished to shareholders on a quarterly
basis.

Investors have the right under applicable Federal and Maryland laws to
obtain information about us and, at their expense, may obtain a list of names
and addresses of all of the shareholders. See "Description of Shares -- Meetings
and Special Voting Requirements." Shareholders also have the right
98
<PAGE> 99

to inspect and duplicate our appraisal records. In the event that the Securities
and Exchange Commission promulgates rules and/or in the event that the
applicable guidelines of the North American Securities Administrators
Association, Inc. are amended so that, taking these changes into account, our
reporting requirements are reduced, we may cease preparing and filing some of
the aforementioned reports if the directors determine this action to be in the
best interests of CPA(R):14 and if this cessation is in compliance with the
rules and regulations of the Securities and Exchange Commission and state
securities law and regulations, both as then amended.

LEGAL OPINIONS

Certain legal matters, including the legality of the shares, will be passed
upon for us by Reed Smith Shaw & McClay LLP, 2500 One Liberty Place,
Philadelphia, Pennsylvania 19103. Reed Smith Shaw & McClay LLP will rely as to
all matters of Maryland law on an opinion of Piper & Marbury L.L.P., Baltimore,
Maryland.

EXPERTS

The (i) consolidated balance sheets as of December 31, 1997 and 1998 and
the consolidated statements of operations, shareholders' equity and cash flows
for the period from inception (June 4, 1997) to December 31, 1997 and the year
ended December 31, 1998, of Corporate Property Associates 14 Incorporated and
Subsidiaries, and (ii) balance sheet as of December 31, 1998 and the statements
of income, members' equity and cash flows for the period from inception
(February 2, 1998) to December 31, 1998, of ET LLC, included in this prospectus,
have been included herein in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.

SALES LITERATURE

In addition to and apart from this prospectus, we will use sales material
in connection with this offering. This material includes an investor sales
promotion brochure, prospecting letters or mailers and seminar invitations,
media advertising inviting seminar attendance, a brochure describing the
investment committee, a presentation using a computer, reprints of articles
about us or the net lease or sale-leaseback industry, fact sheets describing our
acquisitions, a slide presentation and studies of the prior performance of
entities managed by Carey Property Advisors and its affiliates as well as other
net lease investment programs. In some jurisdictions the sales material will not
be available. Other than as described herein, we have not authorized the use of
other sales material. This offering is made only by means of this prospectus.
Although the information contained in the material does not conflict with any of
the information contained in this prospectus, the material does not purport to
be complete and should not be considered as a part of this prospectus or the
registration statement of which this prospectus is a part, or as incorporated in
this prospectus or said registration statement by reference, or as forming the
basis of this offering.

FURTHER INFORMATION

This prospectus does not contain all the information set forth in the
registration statement and the exhibits relating thereto which we have filed
with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933, and to which reference is hereby made. Copies of the
Exhibits and all reports filed by the Registrant are on file at the offices of
the Commission in Washington, D.C. and its regional offices and may be obtained,
upon payment of the fee prescribed by the Commission, or may be examined without
charge at the Public Reference Section of the Commission, Washington, D.C.
20549, the Commission's Northwest Regional office, 7 World Trade Center, Suite
1300, New York, NY 10048, the Commission's Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60611-2511 or the
Commission's Web Site: http://www.sec.gov.
99
<PAGE> 100

All summaries contained herein of documents which are filed as exhibits to
the registration statement are qualified in their entirety by this reference to
those exhibits. We have not knowingly made any untrue statement of a material
fact or omitted to state any fact required to be stated in the registration
statement, including this prospectus, or necessary to make the statements
therein not misleading.

100
<PAGE> 101

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Corporate Property Associates 14 Incorporated
Report of Independent Accountants...................... F-2
Consolidated Balance Sheets at December 31, 1997 and
1998, and March 30, 1999 (unaudited).................. F-3
Consolidated Statement of Operations for the period
from Inception (June 4, 1997) to December 31, 1997,
the year ended December 31, 1998, and the three months
ended March 31, 1998 (unaudited) and 1999
(unaudited)........................................... F-4
Statements of Shareholders' Equity for period from
Inception (June 4, 1997) to December 31, 1997 and the
year ended December 31, 1998.......................... F-5
Consolidated Statement of Cash Flows for the period
from Inception (June 4, 1997) to December 31, 1997,
the year ended December 31, 1998, and the three months
ended March 31, 1998 (unaudited) and 1999
(unaudited)........................................... F-6
Notes to Consolidated Financial Statements............. F-7
Consent of Accountants................................. F-17
Schedule III -- Real Estate and Accumulated
Depreciation.......................................... F-18
Notes to Schedule III -- Real Estate and Accumulated
Depreciation.......................................... F-19
ET LLC
Report of Independent Accountants...................... F-20
Balance Sheet as of December 31, 1998.................. F-21
Statement of Income for the period from inception
(February 2, 1998) the December 31, 1998.............. F-21
Statement of Members' Equity for the period from
inception (February 2, 1998) to December 31, 1998..... F-22
Statement of Cash Flows for the period from inception
(February 2, 1998) to December 31, 1998............... F-22
Notes to Financial Statements.......................... F-23
Schedule III -- Real Estate and Accumulated
Depreciation.......................................... F-25
</TABLE>

F-1
<PAGE> 102

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Corporate Property Associates 14 Incorporated and Subsidiaries:

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, shareholders' equity and cash
flows present fairly, in all material respects, the financial position of
Corporate Property Associates 14 Incorporated and Subsidiaries at December 31,
1997 and 1998, and the results of their operations and their cash flows for the
period from inception (June 4, 1997) to December 31, 1997 and the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of Carey Property Advisors, a
Pennsylvania limited partnership (the "Advisor"); our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits 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, assessing the
accounting principles used and significant estimates made by the Advisor, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 5, 1999

F-2
<PAGE> 103

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998 AND MARCH 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------ ------------
1997 1998 1999
-------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS:
Real estate leased to others:
Accounted for under the operating method
Land.............................................. $ 19,018,980
Buildings......................................... 25,723,022
------------
44,742,002
Accumulated depreciation.......................... 175,977
------------
44,566,025 $ 54,249,633
Equity investments..................................... 36,097,004 62,602,394
Cash and cash equivalents.............................. $200,000 26,747,058 32,494,268
Other assets........................................... 545,842 1,903,308
-------- ------------ ------------
Total assets...................................... $200,000 $107,955,929 $151,249,603
======== ============ ============
LIABILITIES:
Limited recourse mortgage note payable................. $ 4,225,000
Accounts payable to affiliates......................... $ 4,255 $ 537,874 967,453
Accounts payable and accrued expenses.................. 8,000 169,735 89,870
Prepaid rental income and security deposits............ 343,767 564,767
Deferred acquisition fees payable to affiliate......... 1,628,828 2,298,578
Dividends payable...................................... 1,365,622 2,049,523
-------- ------------ ------------
Total liabilities................................. 12,255 4,045,826 10,195,191
-------- ------------ ------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; authorized, 40,000,000
shares;
issued and outstanding, 20,000 and 11,837,901 shares
at
December 31, 1997 and 1998........................... 20 11,838 16,028
Additional paid-in capital............................. 199,980 105,705,582 143,968,477
Dividends in excess of accumulated earnings............ (12,255) (1,643,957) (2,691,533)
-------- ------------ ------------
187,745 104,073,463 141,292,972
Less, treasury stock at cost, 16,900 shares at December
31, 1998............................................. (163,360) (238,560)
-------- ------------ ------------
Total shareholders' equity........................ 187,745 103,910,103 141,054,412
-------- ------------ ------------
Total liabilities and shareholders' equity........ $200,000 $107,955,929 $151,249,603
======== ============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE> 104

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (JUNE 4, 1997) TO DECEMBER 31, 1997
THE YEAR ENDED DECEMBER 31, 1998,
AND THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
---------------------- -----------------------
1997 1998 1998 1999
-------- ---------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Rental income............................... $1,296,441 $1,020,158
Other interest income....................... 912,759 253,306
---------- --------- ----------
2,209,200 -- 1,273,464
---------- --------- ----------
Expenses:
Interest expense............................ 20,745 35,179
Depreciation................................ 175,977 155,422
General and administrative.................. $ 12,255 702,828 $ 116,629 164,333
Property expense............................ 272,582 249,505
-------- ---------- --------- ----------
12,255 1,172,132 116,629 604,439
-------- ---------- --------- ----------
(Loss) income before income from equity
investments............................ (12,255) 1,037,068 (116,629) 669,025
Income from equity investments................ 21,200 332,922
-------- ---------- --------- ----------
Net (loss) income................... $(12,255) $1,058,268 $(116,629) $1,001,947
======== ========== ========= ==========
Basic (loss) income per share................. $ (.61) $ .25 $ (5.83) $ .08
======== ========== ========= ==========
Weighted average shares outstanding --basic... 20,000 4,273,311 20,000 12,608,497
======== ========== ========= ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE> 105

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED

STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JUNE 4, 1997) TO DECEMBER 31, 1997
AND THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
DIVIDENDS IN
ADDITIONAL EXCESS OF
COMMON PAID-IN ACCUMULATED TREASURY
STOCK CAPITAL EARNINGS STOCK TOTAL
------- ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C>
20,000 shares issued $.001
par, at $10 per share..... $ 20 $ 199,980 $ 200,000
Net loss.................... $ (12,255) (12,255)
------- ------------ ----------- --------- ------------
Balance at
December 31, 1997......... 20 199,980 (12,255) 187,745
11,817,901 shares issued
$.001 par, at $10 per
share, net of offering
costs..................... 11,818 105,505,602 105,517,420
Dividends declared.......... (2,689,970) (2,689,970)
Purchase of treasury stock,
16,900 shares............. $(163,360) (163,360)
Net income.................. 1,058,268 1,058,268
------- ------------ ----------- --------- ------------
Balance at
December 31, 1998......... $11,838 $105,705,582 $(1,643,957) $(163,360) $103,910,103
======= ============ =========== ========= ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE> 106

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JUNE 4, 1997) TO DECEMBER 31, 1997,
THE YEAR ENDED DECEMBER 31, 1998
AND THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
FOR YEARS ENDED FOR THREE MONTHS ENDED
----------------------- ------------------------
1997 1998 1998 1999
-------- ------------ --------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income............................ $(12,255) $ 1,058,268 $(116,629) $ 1,001,947
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation.............................. 175,977 155,422
Straight-line rent adjustments............ (65,686) (53,207)
Increase in other assets.................. (67,467) (561,049)
Increase (decrease) in accounts payable
and accrued expenses.................... 164,596 (79,865)
Increase in accounts payable to
affiliates.............................. 19,500 54,030
Increase in prepaid rental income and
security deposits....................... 221,000
Income from equity investments............ (21,200)
Change in operating assets and
liabilities, net(a)..................... 12,255 558,965
-------- ------------ --------- ------------
Net cash provided by operating
activities........................... -- 1,706,324 -- 738,278
-------- ------------ --------- ------------
Cash flows from investing activities:
Acquisitions of real estate and equity
investments and other capitalized costs... (36,324,765)
Equity distributions received in excess of
equity income............................. 385,268
Purchase of equity investments, net(b)....... (35,440,551)
Purchases of real estate and other
capitalized costs, net(b)................. (43,748,427)
-------- ------------ --------- ------------
Net cash used in investing activities... -- (79,188,978) (35,939,497)
-------- ------------ --------- ------------
Cash flows from financing activities:
Capital raised, net of costs................. 38,267,085
Dividends paid............................... (1,324,348) (1,365,622)
Proceeds from mortgages...................... 4,225,000
Deferred financing costs..................... (102,834)
Proceeds from stock issuance, net of costs... 200,000 105,517,420
Purchase of treasury stock................... (163,360) (75,200)
-------- ------------ --------- ------------
Net cash provided by financing
activities........................... 200,000 104,029,712 40,948,429
-------- ------------ --------- ------------
Net increase in cash and cash
equivalents.......................... 200,000 26,547,058 -- 5,747,210
Cash and cash equivalents, beginning of
period....................................... -- 200,000 200,000 26,747,058
-------- ------------ --------- ------------
Cash and cash equivalents, end of period....... $200,000 $ 26,747,058 $ 200,000 $ 32,494,268
======== ============ ========= ============
Interest paid.................................. $ 8,802
============
</TABLE>

Supplemental Disclosure of noncash investing activities:
- ---------------
(a) Excludes changes in accounts payable and accrued expenses and accounts
payable to affiliates balances that relate to the raising of capital
(financing activities) rather than the Company's real estate operations.

<TABLE>
<S> <C>
(b) Deferred acquisition fee payable to affiliate......... $ 1,628,828
============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE> 107

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Consolidation

The consolidated financial statements include the accounts of Corporate
Property Associates 14 Incorporated and its wholly-owned subsidiaries
(collectively, the "Company"). All material inter-entity transactions have been
eliminated.

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. The most significant estimates will relate to the assessment
of recoverability of real estate assets and investments. 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
improvements.

The leases are accounted for under the operating and direct financing
methods as described below:

Operating method -- Real estate is recorded at cost, revenue is
recognized on a straight-line basis over the terms of the lease and
expenses (including depreciation) are charged to operations as incurred.

Direct financing method -- Leases accounted for under the direct
financing method are recorded at their net investment. Unearned income is
deferred and amortized to income over the lease terms so as to produce a
constant periodic rate of return on the Company's net investment in the
lease.

The Company assesses the recoverability of its real estate assets and
investments, including residual interests based on projections of undiscounted
cash flows over the life of such assets. In the event that such cash flows are
insufficient, the assets will be adjusted to their estimated fair value.

Depreciation is computed using the straight-line method over the estimated
useful lives of the properties -- generally 40 years.

Substantially all of the Company's leases for either scheduled rent
increases or periodic rent increases based on formulas indexed to increases in
the Consumer Price Index ("CPI").

For properties under construction, interest charges will be capitalized
rather than expensed and rentals received will be recorded as a reduction of
capitalized project (i.e., construction) costs.

Equity Investments:

The Company's interests in two limited liability companies in which its
ownership interests are 50% or less are accounted for under the equity method,
i.e. at cost, increased or decreased by the Company's share of earnings or
losses, less distributions.

F-7
<PAGE> 108
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

Cash Equivalents:

The Company 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. At December 31,
1998, the Company's cash and cash equivalents were held in the custody of two
financial institutions, and which balances at times exceed federally insurable
limits. The Company mitigates this risk by depositing funds with major financial
institutions.

Offering Costs:

Costs incurred in connection with the raising of capital through the sale
of common stock will be charged to shareholders' equity upon the issuance of
shares.

Other Assets:

Included in other assets is deferred rental income which is the aggregate
difference for operating leases between scheduled rents which vary during the
lease term and rent recognized on a straight-line basis.

Treasury Stock:

Treasury stock is recorded at cost

Deferred Acquisition Fees:

Fees are payable for services provided by Carey Property Advisors (the
"Advisor") to the Company relating to the identification, evaluation,
negotiation, financing and purchase of properties. A portion of such fees are
deferred and are payable in annual installments with each installment equal to
.25% of the purchase price of the properties over no less than eight years
following the first anniversary of the date a property was purchased. Payment of
such fees is subject to the 2%/25% Guidelines (see Note 3).

Earnings Per Share:

The Company has a simple equity capital structure with only common stock
outstanding. As a result, the Company has presented basic per-share amounts only
for all periods presented in the accompanying consolidated financial statements.

Federal Income Taxes:

The Company qualifies as a Real Estate Investment Trust ("REIT") for the
year ended December 31, 1998. The Company is not subject to Federal income
taxes, provided it distributes at least 95% of its REIT taxable income to its
shareholders and meets other conditions necessary to retain REIT status.

Operating Segments

The Financial Accounting Standards Board ("FASB") issued statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of
an Enterprise and Related Information". SFAS No. 131, effective for fiscal years
beginning after December 15, 1997, establishes accounting standards for the way
public business enterprises report selected information about operating segments
and guidelines for defining the operating segment of an enterprise. Based on the
definition of an

F-8
<PAGE> 109
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

operating segment in SFAS No. 131, the Company has concluded that it engages in
a single operating segment.

UNAUDITED INTERIM FINANCIAL INFORMATION

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements of
Corporate Property Associates 14 Incorporated and its wholly-owned subsidiaries
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Article 10 of Regulation S-X of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. All significant intercompany balances and transactions
have been eliminated. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the results of the interim period presented have been included. The results of
operations for the interim period is not necessarily indicative of results for
the full year. For further information refer to the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.

2. ORGANIZATION AND OFFERING:

The Company was formed on June 4, 1997 under the General Corporation Law of
Maryland for the purpose of engaging in the business of investing in and owning
industrial and commercial real estate. Subject to certain restrictions and
limitations, the business of the Company is managed by The Advisor. The Advisor
will be entitled to certain incentive fees in the event of the liquidation of
the Company, subject to certain conditions.

A maximum of 30,000,000 Shares are being offered to the public on a "best
efforts" basis by Carey Financial Corporation ("Carey Financial") and other
selected dealers at a price of $10 per Share. Sale of the Shares to the public
commenced on December 11, 1997. Through December 31, 1998, 11,817,901 Shares
were issued for $118,179,010.

On June 30, 1997, the Advisor purchased 20,000 shares of common stock
("Shares") for $200,000 and became the initial shareholder of the Company.

In connection with performing services relating to the Company's real
estate purchases, affiliates of the Company received acquisition fees of
$581,726 in 1998.

A maximum of 30,000,000 shares are being offered to the public on a best
efforts basis by Carey Financial Corporation ("Carey Financial"), an affiliate
of the Advisor, and selected dealers at a price of $10 per share. The offering
commenced November 10, 1997. 16,008,173 shares ($160,081,730) have been issued
including 4,190,272 shares since the inception of the offering. In April 1999,
the Company filed an offering with the Securities and Exchange Commission to
sell up to an additional 40,000,000 shares on a best efforts basis.

3. TRANSACTIONS WITH RELATED PARTIES:

The Company has entered into an advisory agreement with the Advisor
pursuant to which the Advisor performs certain services for the Company
including the identification, evaluation, negotiation,

F-9
<PAGE> 110
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

purchase and disposition of property, the day-to-day management of the Company
and the performance of certain administrative services. The Advisor and certain
affiliates will receive fees and compensation in connection with the offering
and the operation of the Company as described in the Prospectus of the Company.

In 1998, an affiliate of the Company received structuring and development
fees of $1,454,315. Fees are only paid in connection with completed
transactions. The affiliate is also entitled to receive deferred acquisition
fees of $1,628,828 over a period of no less than eight years.

The Company's interests in properties jointly held with affiliates range
from 33 1/3% to 50%. Ownership interests in two limited liability companies
owned with affiliates, are accounted for under the equity method as such
ownership interest is 50% or less. The Company will account for any individual
interests in assets and liabilities relating to tenants-in-common interests on a
proportional basis.

The Company's asset management and performance fees payable to the Advisor
are each 1/2 of 1% per annum of Average Invested Assets, as defined in the
Prospectus of the Company. Until 7% cumulative rate of cash flow from
operations, as defined in the Prospectus, is achieved, the Advisor will not be
entitled to receive the performance fee. The Company, however, is recognizing
performance fee expense currently. At such time as the Advisor is entitled to
receive the performance fee, the Advisor will have the option of receiving such
fee in cash or restricted shares of the Company. As of December 31, 1998, the
cumulative return criterion had not been achieved. For the year ended December
31, 1998, the Company incurred asset management fees of $129,746. Performance
fees were in like amount. General and administrative expense reimbursement
consists primarily of the actual cost of personnel needed in providing
administrative services. For the year ended December 31, 1998 general and
administrative reimbursements were $370,000. No fees or reimbursements were
incurred in 1997.

The Advisor shall reimburse the Company at least annually for the amount by
which operating expenses of the Company exceed the 2%/25% Guidelines (2% of
Average Invested Assets or 25% of net income) as defined in the Prospectus. To
the extent that operating expenses payable or reimbursable by the Company exceed
the 2%/25% Guidelines and the independent directors find that such expenses were
justified based on such unusual and nonrecurring factors which they deem
sufficient, the Advisor may be reimbursed in future years for the full amount or
any portion of such excess expenses, but only to the extent such reimbursement
would not cause the Company's operating expenses to exceed the 2%/25% Guidelines
in any such year.

UNAUDITED INTERIM FINANCIAL INFORMATION

Transactions with Related Parties:

The Company's asset management and performance fees payable to the Advisor
are each 1/2 of 1% per annum of Average Invested Assets, as defined in the
Prospectus. Until the Company has achieved a 7% cumulative rate of cash flow
from operations, as defined in the Prospectus, the Advisor will not be entitled
to receive the performance fee. At such time as the Advisor is entitled to
receive the performance fee, the Advisor will have the option of receiving such
fee in cash or restricted shares of the Company. Asset management fees for the
three-month period ended March 31, 1999 were $121,297 with performance fees in
like amount, and general and administrative reimbursements were $42,087. No
asset management and performance fees were incurred for the three-month period
ended March 31, 1998. General and administrative reimbursements were $80,000 for
the three-month period ended March 31, 1998.

F-10
<PAGE> 111
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

4. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD:

Scheduled future minimum rents, exclusive of renewals, under noncancellable
operating leases amount to approximately $3,827,000 in 1999; $4,015,000 in 2000;
$4,032,000 in each of the years 2001 through 2003 and aggregate approximately
$46,410,000 through 2018.

No contingent rents were realized in 1998.

5. DIVIDENDS PAYABLE:

A dividend of $.00175 per share per day ($1,365,622) in the period from
October 1, 1998 through December 31, 1998 was declared in December 1998 and was
paid in January 1999.

6. COMMITMENTS AND CONTINGENCIES:

The Company is liable for certain expenses of the offering described in the
Prospectus of the Company, including but not limited to filing, legal,
accounting, printing and escrow fees, which are being deducted from the gross
proceeds of the offering and are presently estimated to aggregate a maximum of
$10,500,000 assuming the sale of 30,000,000 shares. The Company will also be
liable for selling commissions of up to $0.65 (6.5%) per share sold except for
any shares sold to the Advisor, its Affiliates, the selected dealers or any of
their employees for their own accounts. The Company is reimbursing Carey
Financial for expenses (including fees and expenses of its counsel) and for the
costs of sales, wholesaling services and information meetings of Carey
Financial's employees relating to the offering. To the extent, if any, that all
offering expenses, excluding selling commissions, and any fees paid and expenses
reimbursed to the selected dealers or paid on behalf of the selected dealers,
exceed 3.5% of the gross proceeds of the offering, such excess will be
reimbursed to the Company by the Advisor.

7. LEASE REVENUES:

The Company's operations consist of the investment in and the leasing of
industrial and commercial real estate. For the year ended December 31, 1998, the
financial reporting sources are as follows:

<TABLE>
<S> <C>
Per Statements of Income
Rental income............................................. $1,296,441
Adjustment:
Share of lease revenues from equity investment............ 84,672
----------
$1,381,113
==========
</TABLE>

In 1998, the Company earned its share of net lease revenues from its direct
and indirect ownership of real estate from the following lease obligations:

<TABLE>
<CAPTION>
%
---
<S> <C> <C>
Best Buy Co. Inc............................................ $ 824,582 60%
Burlington Motor Carriers, Inc. ............................ 398,200 29
Advanced Micro Devices, Inc................................. 84,672 6
The Benjamin Ansehl Company................................. 66,607 5
Contraves Brashear Systems, L.P............................. 7,052
---------- ---
$1,381,113 100%
========== ===
</TABLE>

F-11
<PAGE> 112
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

UNAUDITED INTERIM FINANCIAL INFORMATION LEASE REVENUES:

The Company's operations consist of the investment in and the leasing of
industrial and commercial real estate. The financial reporting sources of the
lease revenues for the three-month period ended March 31, 1999 are as follows:

<TABLE>
<CAPTION>
<S> <C>
Per Statements of Income
Rental income.......................................... $1,020,158
Adjustment:
Share of leasing revenues from equity investments...... 941,638
----------
$1,961,796
==========
</TABLE>

For the three-month period ended March 31, 1999, the Company earned its
proportionate net lease revenues from its investments as follows:

F-12
<PAGE> 113
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

<TABLE>
<CAPTION>
1999 %
---------- ---
<S> <C> <C>
Lease Obligor:
Advanced Micro Devices, Inc. (a)............................ $ 762,125 39%
Best Buy Co., Inc........................................... 496,424 26
Burlington Motor Carrier, Inc............................... 198,000 10
Intesys Technologies, Inc. (a).............................. 175,800 9
The Benjamin Ansehl Company................................. 162,437 8
Contraves Brashear Systems L.P.............................. 160,875 8
Compucom Systems, Inc. (a).................................. 3,713 --
Production Resource Group LLC............................... 2,422 --
---------- ---
$1,961,796 100%
========== ===
</TABLE>

- ---------------
(a) Represents the Company's proportionate share of lease revenues from its
equity investments.

8. ACQUISITIONS OF REAL ESTATE:

The Benjamin Ansehl Company

On November 24, 1998, the Company purchased land and a building in St.
Louis, Missouri for $6,021,000 and entered into a net lease agreement with The
Benjamin Ansehl Company ("Benjamin"). The lease has a term of fifteen years
through November 30, 2013 with no renewal terms. The lease provides for annual
rent of $649,750, with rent increases every two years based on a formula indexed
to increases in the CPI.

In connection with the purchase of the property, the Company received
warrants to purchase 2,064 shares of common stock of Benjamin at an exercise
price of $26.738 per share. The warrant agreement also provides the Company the
right to make a cashless exercise for fewer shares. The exercise period for the
warrants is the entire term of the lease and the warrant agreement provides for
the Company to sell the warrants back to Benjamin under certain circumstances.

Contraves Brashear System L.P.

On December 28, 1998, the Company purchased land and building in
Pittsburgh, Pennsylvania for $6,806,000 and entered into a net lease agreement
with Contraves Brashear Systems L.P. ("Contraves").

The Contraves lease provides for an initial lease term of fifteen years
through December 31, 2013 followed by two five-year renewal terms. Annual rent
is initially $643,750 with rent increases every three years based on a formula
indexed to increases in the CPI, capped at 9.27% for each rent increase. The
lease also provides for a purchase option exercisable during the final six
months of the initial lease term at an exercise price the greater of (i) fair
market value, as defined, and (ii) the Company's acquisition cost for the
property plus any prepayment premium that would be due on a mortgage loan on the
property.

On March 22, 1999, the Company obtained $4,225,000 of limited recourse
mortgage financing collateralized by the Contraves property and the assignment
of the Contraves lease. The mortgage loan provides for monthly payments of
interest and principal of $31,222 at an annual interest rate of 7.5% based on a
25-year amortization schedule. The loan matures on April 1, 2009 with a balloon
payment due of approximately $3,358,000.

F-13
<PAGE> 114
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

UNAUDITED INTERIM FINANCIAL INFORMATION

ACQUISITIONS:

On February 3, 1999, the Company and CPA(R):12, an affiliate, each acquired
50% ownership interests in a newly-formed entity, and purchased land and
building in Gilbert, Arizona for $23,560,000 and entered into a net lease with
Intesys Technologies, Inc. ("Intesys"). The Intesys lease has an initial term of
twenty years with two ten-year renewal terms at the option of Intesys. The lease
provides for annual rent payments of $2,274,750 with rent increases every three
years based on a formula indexed to the increase in the CPI, with any single
increase capped at 9%.

On March 31, 1999, the Company and two affiliates, Carey Institutional
Properties Incorporated and CPA(R):12, through a newly-formed limited liability
company, in which the Company and the two affiliates each own 1/3 interests,
purchased land and building in Dallas, Texas for $39,790,500 and entered into a
net lease with Compucom Systems, Inc. ("Compucom"). The Compucom lease has an
initial term of 20 years with two five-year renewal terms at Compucom's option.
The lease initially provides for annual rent of $3,914,000 with rent increases
every three years based on a formula indexed to increases in the CPI, with each
increase capped at 13.3%.

In connection with the Compucom purchase, the limited liability company
obtained a limited recourse mortgage loan of $23,000,000. The loan is
collateralized by the Compucom property and an assignment of the Compucom lease
and bears interest at an annual interest rate of 7.215% with monthly payments of
interest and principal of $165,727 based on a 25-year amortization schedule. The
loan matures in April 2009 when a balloon payment will be due. A prepayment
premium will apply if the loan is prepaid prior to six months before maturity.

The interests in the Intesys and Compucom properties are being accounted
for under the equity method.

On March 31, 1999, the Company purchased land and building in Las Vegas,
Nevada for $8,380,000 and entered into a net lease with Production Resource
Group L.L.C. ("Production Resource"). The Production Resource lease has an
initial term of 15 years with two five-year renewal terms at Production
Resource's option. The lease initially provides for annual rent of $884,000 with
rent increases every two years based on a formula indexed to increases in the
CPI. Production Resource has the option to terminate the lease after April, 1
2004 if the leased property becomes uneconomic for Production Resource's use. If
Production Resource exercises the termination provision, it will be required to
purchase the property from the Company at the greater of (i) fair market value
and (ii) the sum of the Company's acquisition cost for the property and any
prepayment charges on any outstanding mortgage loans.

9. EQUITY INVESTMENTS:

Etec Systems, Inc.

In February 1995, Corporate Property Associates 12 Incorporated
("CPA(R):12"), an affiliate purchased land and buildings in Hayward, California
for $11,860,000 and entered into a net lease with Etec Systems, Inc. ("Etec").
In February 1998, CPA(R):12 entered into a series of transactions including
paying off the existing limited recourse mortgage loan of the Etec property,
purchasing additional improvements at the Etec property, entering into a
commitment and construction agency agreement to fund additional improvements
("Project II") of up to $52,356,000, amending the existing lease with Etec and
transferring ownership of the Etec property to a limited liability company in
which the Company acquired an ownership interest. Under the limited liability
agreement, the Company will have a 49.99% interest in the Project II
improvements only, and CPA(R):12 will not be obligated to share any
F-14
<PAGE> 115
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

of the economic benefits from the existing buildings with the Company. The
limited liability company, has received a commitment of $30,000,000 of limited
recourse financing for the Project II improvements that will be made available
upon the completion of construction. The Company has funded approximately
$26,970,000 towards its interest in the Project II improvements. The Company's
equity contribution, after proceeds from the mortgage are distributed, is
expected to be approximately $11,178,000.

The Etec lease, as amended, has an initial term through May 2014 with three
five-year renewal terms at Etec's option. After completion of the additional
improvements, assuming that the entire funding commitment is needed, annual rent
applicable to the Project II improvements will be $5,727,000 with increases
every three years based on increases in the CPI. The commitment for limited
recourse mortgage financing provides for monthly payments of principal and
interest of $271,495 at an interest rate of 7.11% based on a twenty-year
amortization schedule. The Company share of annual cash flow (rent less mortgage
debt service) is expected to approximate $1,234,000.

Advanced Micro Devices, Inc.

On December 22, 1998, the Company and two of its affiliates, Carey
Institutional Properties Incorporated ("CIP") and CPA(R):12, through a
newly-formed limited liability company, Delaware Chip LLC ("Chip"), purchased
land and a building in Sunnyvale, California and entered into a net lease
agreement with Advanced Micro Devices, Inc. ("AMD"). The purchase price of the
property was $95,287,958 of which $68,250,000 was financed by limited recourse
debt. The Company, CIP and CPA(R):12 each own a 33 1/3% interest in Chip.

The AMD lease provides for an initial lease term of twenty years through
December 2018 with two ten-year renewal terms at AMD's option. Annual rent is
$9,145,500, with rent increases every three years based on a formula indexed to
increases in the Consumer Price Index ("CPI"). The $68,250,000 limited recourse
mortgage loan is collateralized by a deed of trust on the property and an
assignment of the lease. The loan bears interest at an annual interest rate of
7.78% with monthly principal and interest payments based on a 30-year
amortization schedule. The loan matures in January 2009, when a balloon payment
will be due.

Summarized financial information of the Company's equity investees is as
follows:

<TABLE>
<CAPTION>
1998
----
(IN THOUSANDS)
<S> <C>
ET LLC
Assets.......................................... $55,977
Liabilities..................................... 16,207
Capital......................................... 39,770
Revenues........................................ 2,723
Expenses........................................ 1,281
Net income...................................... 1,442
Chip
Assets.......................................... $91,350
Liabilities..................................... 68,251
Capital......................................... 23,099
Revenues........................................ 254
Expenses........................................ 185
Net income...................................... 69
</TABLE>

F-15
<PAGE> 116
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 31, 1998 AND MARCH 31, 1999 IS UNAUDITED)

10. SUBSEQUENT EVENT:

On February 3, 1999, the Company and CPA(R):12, each acquired 50% ownership
interests in a newly formed limited liability company, and purchased land and
building in Gilbert, Arizona for $23,560,000 and entered into a with a net lease
with Intesys Technologies, Inc. ("Intesys").

The Intesys lease has an initial term of twenty years with two ten-year
renewal terms at the option of Intesys. The lease provides for annual rent
payments of $2,274,750 with rent increases every three years based on a formula
indexed to the increase in the CPI, with any single increase capped at 9%.

11. 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.

In conjunction with its leases with Burlington Motor Carriers, Inc. and the
Benjamin Ansehl Company, the Company was granted warrants that will allow the
company to purchase common stock of the tenant company at a stated price.
Because the tenant companies are not publicly traded companies, the warrants
were judged at the time of issuance to be speculative in nature and a nominal
cost basis is attributed to them. The Company believes that it is not
practicable to estimate the fair value of its stock warrants for closely-held
companies.

12. ACCOUNTING PRONOUNCEMENT:

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for all quarters of fiscal years beginning after June
15, 1999. The Company believes that SFAS No. 133 will not have a material impact
on the consolidated financial statements.

F-16
<PAGE> 117

To the Board of Directors of
Corporate Property Associates 14 Incorporated
and Subsidiaries:

Our audits of the consolidated financial statements of Corporate Property
Associates 14 Incorporated and Subsidiaries referred to in our report dated
March 5, 1999 appearing on page F-2 of this Registration Statement also included
an audit of the financial statement schedule included on pages F-18 and F-19 of
this Registration Statement. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 5, 1999

F-17
<PAGE> 118

CORPORATE PROPERTY ASSOCIATES 14, INCORPORATED

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>

INITIAL COST TO COST GROSS AMOUNT AT WHICH CARRIED
COMPANY CAPITALIZED AT CLOSE OF PERIOD(B)
------------------------- SUBSEQUENT TO ---------------------------------------
DESCRIPTION ENCUMBRANCES LAND BUILDINGS ACQUISITION(A) LAND BUILDINGS TOTAL
- ----------- ------------ ----------- ----------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Method:
Trucking facility leased
to Burlington Motor
Carriers, Inc......... $ 2,100,000 $ 5,439,267 $ 2,100,000 $ 5,439,267 $ 7,539,267
Retail store leased to
Bestbuy Co............ 13,059,980 6,933,851 $ 35,266 13,059,980 6,969,117 20,029,097
Research and development
facility leased to
Metagenics, Inc.
(under
construction)......... 2,390,000 1,956,355 2,390,000 1,956,355 4,346,355
Manufacturing facility
leased to Benjamin
Ansehl Co............. 849,000 5,172,000 849,000 5,172,000 6,021,000
Manufacturing facility
leased to Contraves
Systems, L.P.......... 620,000 6,186,283 620,000 6,186,283 6,806,283
----------- ----------- ---------- ----------- ----------- -----------
$19,018,980 $23,731,401 $1,991,621 $19,018,980 $25,723,022 $44,742,002
=========== =========== ========== =========== =========== ===========

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF
ACCUMULATED INCOME
DESCRIPTION DEPRECIATION DATE ACQUIRED IS COMPUTED
- ----------- ------------ ----------------- -------------
<S> <C> <C> <C>
Operating Method:
Trucking facility leased
to Burlington Motor
Carriers, Inc......... $ 73,657 June 29, 1998 40 yrs.
Retail store leased to
Bestbuy Co............ 79,714 July 28, 1998 40 yrs.
Research and development
facility leased to
Metagenics, Inc.
(under
construction)......... July 29, 1998 40 yrs.
Manufacturing facility
leased to Benjamin
Ansehl Co............. 16,162 November 24, 1998 40 yrs.
Manufacturing facility
leased to Contraves
Systems, L.P.......... 6,444 December 28, 1998 40 yrs.
--------
$175,977
========
</TABLE>

F-18
<PAGE> 119

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED AND SUBSIDIARIES

NOTES TO SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION

(a) Consists of the costs of improvements subsequent to purchase and
acquisition costs including legal fees, appraisal fees, title costs and
other related professional fees.

(b) At December 31, 1998, the aggregate cost of real estate owned by
CPA(R):14 and its subsidiaries for Federal income tax purposes is
$44,742,002.

(c)

<TABLE>
<CAPTION>
RECONCILIATION OF
REAL ESTATE ACCOUNTED
FOR UNDER THE
OPERATING METHOD
DECEMBER 31, 1998
------------------------
<S> <C>
Balance at beginning of year
Additions.............................................. $44,742,002
-----------
Balance at close of year............................... $44,742,002
===========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF
ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
------------------------
<S> <C>
Balance at beginning of year
Depreciation expense................................... $ 175,977
-----------
Balance at close of year............................... $ 175,977
===========
</TABLE>

F-19
<PAGE> 120

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
ET LLC:

In our opinion, the accompanying balance sheet and the related statements
of income, members' equity and cash flows present fairly, in all material
respects, the financial position of ET LLC at December 31, 1998, and the results
of its operations and its cash flows for the period from inception (February 2,
1998) to December 31, 1998, in conformity with generally accepted accounting
principles. In addition, in our opinion, the schedule of real estate and
accumulated depreciation presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
financial statements. These financial statements and financial statement
schedule are the responsibility of Carey Property Advisors, a Pennsylvania
limited partnership ("the Advisor"); our responsibility is to express an opinion
on these financial statements and financial statement schedule based on our
audit. We conducted our audit of these statements in accordance with generally
accepted auditing standards which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
March 5, 1999

F-20
<PAGE> 121

ET LLC

BALANCE SHEET
DECEMBER 31, 1998

<TABLE>
<CAPTION>
1998
-----------
<S> <C>
ASSETS:
Land........................................................ $ 1,272,444
Buildings, net of accumulated depreciation as of $602,619... 53,948,529
Other assets................................................ 756,848
-----------
Total assets................................................ $55,977,821
===========
LIABILITIES:
Mortgage note payable....................................... $14,729,468
Deferred acquisition fee payable to affiliate............... 1,047,016
Other liabilities........................................... 431,108
-----------
Total liabilities........................................... 16,207,592
-----------
Members' equity............................................. 39,770,229
-----------
Total liabilities and members' equity....................... $55,977,821
===========
</TABLE>

ET LLC

STATEMENT OF INCOME
FOR THE PERIOD FROM INCEPTION (FEBRUARY 2, 1998) TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
1998
----------
<S> <C>
Revenue:
Rental income............................................... $2,723,365
----------
Expenses:
Interest.................................................... 667,360
Depreciation................................................ 602,619
Amortization................................................ 10,982
State and local taxes....................................... 800
----------
1,281,761
----------
Net income................................................ $1,441,604
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-21
<PAGE> 122

ET LLC

STATEMENT OF MEMBERS' EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 2, 1998) TO DECEMBER 31, 1998

<TABLE>
<S> <C>
Capital contribution of assets, net of liabilities.......... $13,339,439
Capital contributions -- cash............................... 26,407,070
Distributions............................................... (1,417,884)
Net income.................................................. 1,441,604
-----------
Balance, December 31, 1998.................................. $39,770,229
===========
</TABLE>

ET LLC

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 2, 1998) TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
1998
------------
<S> <C>
Cash flows from operating activities:
Net income................................................ $ 1,441,604
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization............................. 613,601
Change in operating assets and liabilities, net........... (384,263)
------------
Net cash provided by operating activities............ 1,670,942
------------
Cash flows from investing activities:
Additional capitalized costs.............................. (41,104,348)
------------
Net cash used in investing activities................ (41,104,348)
------------
Cash flows from financing activities:
Distributions paid........................................ (1,417,884)
Payments of mortgage principal............................ (270,532)
Proceeds from issuance of mortgages....................... 15,000,000
Deferred financing costs.................................. (285,248)
Capital contributions from partners....................... 26,407,070
------------
Net cash provided by financing activities............ 39,433,406
------------
Net increase in cash and cash equivalents............ --
Cash and cash equivalents, beginning of period.............. --
------------
Cash and cash equivalents, end of period............... $ --
------------
Interest paid............................................... $ 579,633
============
Schedule of noncash investing and financing activity:
At the inception of the Company, Corporate Property
Associates 12 Incorporated contributed assets, net of
liabilities with a net carrying cost of $13,339,439.
Land and buildings contributed....................... $ 13,672,228
Liabilities, net of other assets..................... (332,789)
------------
$ 13,339,439
============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-22
<PAGE> 123

ET LLC

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS:

ET LLC (the "Company") was formed on February 2, 1998 for the purpose of
engaging in the business of investing in and owning industrial and commercial
real estate. The Company's business consists of leasing land and buildings in
Hayward, California to Etec Systems, Inc. As amended on February 2, 1998, the
lease has an initial term through May 2014 with three five-year renewal options.
Annual rent on the property is currently $2,988,000.

In connection with the lease amendment, the Company and Etec entered into a
construction agency agreement to fund up to $52,356,000 of new improvements
including construction of a new building (the "Project II Improvements"). The
Project II Improvements are scheduled to be completed during the second quarter
of 1999. Assuming that the entire funding is used, annual rent applicable to the
Project II improvements will be $5,726,987.

The Company is owned by wholly-owned subsidiaries of Corporate Property
Associates 12 Incorporated ("CPA(R):12") and Corporate Property Associates 14
Incorporated ("CPA(R):14"). Upon formation, CPA(R):12, through its wholly-owned
subsidiary, made an initial contribution of the existing Etec properties and
certain other assets, net of liabilities, all valued at historical cost, and
CPA(R):14, through its wholly-owned subsidiary, made a commitment to fund 49.99%
of Project II Improvements subject to certain conditions which have been met as
of December 31, 1998. Pursuant to the Company's Membership Agreement, the
CPA(R):14 subsidiary will have a 49.99% interest in the Project II Improvements
only and CPA(R):12 will have all remaining interests.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Real Estate Leased to Others Under the Operating Method:

Real estate is recorded at cost, rental revenue is recognized on a
straight-line basis over the term of the lease, and expenses (including
depreciation) are charged to operations as incurred.

Real Estate Leased Under Construction:

For the property under construction, rentals received are recorded as a
reduction of capitalized project (i.e., construction) costs.

Depreciation:

Depreciation is computed using the straight-line method over the estimated
useful life of the properties -- 40 years.

Federal Income Taxes:

The Company is a partnership for Federal and state income tax purposes. A
partnership is not liable for federal income taxes as each partner recognizes
his proportional share of the Partnership income or loss in his tax return.
Accordingly, no provision for income taxes is recognized for financial statement
purposes.

F-23
<PAGE> 124
ET LLC

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD:

The scheduled minimum future rentals exclusive of renewals under the
Company's noncancellable operating lease amount to approximately $5,851,000 in
1999 and $8,715,000 in each of the years 2000 through 2003 and aggregate
$124,766,000 through 2014.

4. MORTGAGE NOTE PAYABLE:

The Company's mortgage loan is a limited recourse obligation and is
collateralized by an assignment of the lease and by real property with a
carrying value of approximately $55,220,973 before accumulated depreciation. The
mortgage note payable bears interest at the rate of 7.11% and fully amortizes in
December 2013.

Scheduled principal payments during each of the next five years following
December 31, 1998 and thereafter are as follows:

<TABLE>
<S> <C>
1999...................................................... $ 570,695
2000...................................................... 612,621
2001...................................................... 657,626
2002...................................................... 705,938
2003...................................................... 757,797
Thereafter................................................ 11,424,791
-----------
Total................................................... $14,729,468
===========
</TABLE>

The Company has received a commitment for an additional $30,000,000 of
limited recourse mortgage financing which will be available upon completion of
the Project II Improvements.

6. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying amounts of cash 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 its mortgage note payable
at December 31, 1998 approximates the carrying value of such mortgage. The fair
value of the mortgage notes payable was evaluated using a cash flow model with a
discount rate that takes into account the credit of the tenant and interest rate
risk.

F-24
<PAGE> 125

ET LLC

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>

INITIAL COST TO COSTS GROSS AMOUNT AT WHICH CARRIED
COMPANY CAPITALIZED AT CLOSE OF PERIOD(B)(C)
------------------------ SUBSEQUENT TO --------------------------------------
DESCRIPTION ENCUMBRANCES LAND BUILDINGS ACQUISITION(A) LAND BUILDINGS TOTAL
- ----------- ------------ ---------- ----------- -------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Method:
Office and research
facility............. $14,729,468 $1,272,444 $12,399,784 $42,151,364 $1,272,444 $54,551,148 $55,823,592

<CAPTION>
LIFE ON
WHICH
DEPRECIATION
IN LATEST
INCOME
STATEMENT
ACCUMULATED DATE IS
DESCRIPTION DEPRECIATION ACQUIRED COMPUTED
- ----------- ------------ -------- ------------
<S> <C> <C> <C>
Operating Method:
Office and research
facility............. $602,619 February 16, 40 yrs.
1995
</TABLE>

- ---------------
(a) Consists of costs of completion of construction and acquisition costs
including legal fees, appraisal fees, title costs and other related
professional fees.

(b) At December 31, 1998, the aggregate cost of real estate owned by the
Partnership for Federal income tax purposes is $56,619,873.

<TABLE>
<CAPTION>
RECONCILIATION OF
REAL ESTATE ACCOUNTED
FOR UNDER THE
OPERATING METHOD
DECEMBER 31, 1998
---------------------
<S> <C>
Contributed property........................................ $13,672,228
Additions during period -- cash............................. 42,151,364
-----------
Balance at close of period.................................. $55,823,592
===========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF
ACCUMULATED
DEPRECIATION
DECEMBER 31, 1998
-----------------
<S> <C>
Balance at beginning of period
Depreciation expense for the period......................... $602,619
--------
Balance at close of period.................................. $602,619
========
</TABLE>

F-25
<PAGE> 126

EXHIBIT A
PRIOR PERFORMANCE TABLES

The information presented in the following tables represents the historical
experience of the CPA(R) Programs for which the Affiliates of the Advisor of the
Company serve as general partners and the record of CPA(R) Programs in meeting
their investment objectives. These tables should be carefully reviewed by a
potential investor in considering an investment in the Company. These tables are
as follows:

Table I -- Experience in Raising and Investing Funds (on a percentage basis)
Table II -- Compensation to Sponsor
Table III -- Operating Results of Prior Programs
Table V -- Sales or Dispositions of Properties
PERSONS WHO PURCHASE SHARES IN THE COMPANY WILL NOT THEREBY ACQUIRE ANY
OWNERSHIP INTEREST IN ANY OF THE CPA(R) PROGRAMS TO WHICH THESE TABLES RELATE.
IT SHOULD NOT BE ASSUMED THAT INVESTORS IN THE COMPANY WILL EXPERIENCE RESULTS
COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN THE CPA(R) PROGRAMS. SEE "PRIOR
OFFERINGS BY AFFILIATES" ELSEWHERE IN THIS PROSPECTUS.

The investment objectives of the Company and CPA(R) Programs are similar.

Additional information regarding prior public CPA(R) Programs can be
obtained from the Advisor by written request to the Director of Investor
Relations, 5 Rockefeller Plaza, New York, NY 10020, (800) 972-2739, for a copy
of the most recent Annual Report filed on Form 10-K with the SEC or a copy of
Table VI -- Acquisition of Real Properties by Prior Public Programs included in
Part II of the Registration Statement to which this Prospectus relates, free of
charge.

The following terms used throughout the Prior Performance Tables are
defined below:

"Total acquisition cost" means the original mortgage financing at date
of purpose, cash payments (equity), and prepaid items and fees related to
purchase of property.

"GAAP" means generally accepted accounting principles.

"Cash generated from operations" means the excess or deficiency of
partnership operating cash receipts including interest on short-term
investments over partnership operating case expenditures.

A-1
<PAGE> 127

TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS AS OF DECEMBER 31, 1998
ON A PERCENTAGE BASIS

Table I includes information showing how investors' funds have been dealt
with in Prior Programs, the offerings of which have closed since January 1,
1994, particularly focusing on the percentage of the amount raised available for
investment (or total acquisition cost), the percentage of leverage used in
purchasing properties and the time frame for raising and investing funds. THE
INFORMATION IN THIS TABLE SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE
PERFORMANCE OF THE COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS
WILL NOT HAVE ANY OWNERSHIP IN THE CPA(R) PROGRAMS. MORTGAGE FINANCING FOR THE
CPA(R) PROGRAMS MAY HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS
FOR INVESTMENT BY SUCH PROGRAMS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY
ALTER CERTAIN OF THE INFORMATION PRESENTED IN THIS TABLE.

<TABLE>
<CAPTION>
CPA(R):10 CIP(R) CPA:12
--------- ------ ------
<S> <C> <C> <C>
Dollar amount offered (net of discounts and
individual general partner contributions)....... $72,049,908 $141,590,601 $282,740,030
Dollar amount raised.............................. 100% 100% 100%
Less offering expenses:
Selling commissions............................. 6.82% 6.94% 5.79%
Organization expenses........................... 7.17% 5.31% 4.20%
Reserves (working capital)........................ 1.00% 1.00% 1.00%
Percent available for investment in real estate... 85.01% 86.75% 89.01%
Acquisition costs:
Cash down payments.............................. 71.12% 77.44% 69.81%
Other costs capitalized......................... 0.82% 0.24% 2.25%
Acquisition fees................................ 10.05% 9.03% 7.18%
Total acquisition costs (includes debt
financing)................................... 220.44% 195.99% 136.75%
Percent leverage (mortgage financing divided by
total acquisition costs)........................ 63% 56%(1) 42%(1)
Date offering began............................... 6/20/90(2) 8/19/91(3) 2/18/94(4)
Length of offering (in months).................... 12 mos. 24 mos. 43 mos.
Months to invest 90% of amount available for
investment (from beginning of offering)......... 30 mos. 31 mos. 58 mos.
</TABLE>

FOOTNOTES

(1) Does not represent fully invested portfolio. Leverage percentage is
applicable only to initial property acquisitions.

(2) Remaining shares withdrawn 8/14/91.

(3) Remaining shares withdrawn 11/4/93.

(4) Remainings shares withdrawn 3/14/96, includes a second offering which
commenced 2/2/96.

A-2
<PAGE> 128

TABLE II
COMPENSATION TO SPONSOR AS OF DECEMBER 31, 1998

Table II provides information as to Prior Programs that will enable an
investor to understand the significance of compensation paid to the sponsor and
its affiliates, as well as to understand how the compensation is spread over the
cycle of the programs. The information presented below is for compensation paid
since January 1, 1995. THE INFORMATION PRESENTED IN THIS TABLE SHOULD NOT BE
CONSIDERED AS INDICATIVE OF THE COMPENSATION WHICH WILL BE RECEIVED BY THE
ADVISOR AND AFFILIATES OF THE ADVISOR. THE COMPENSATION PAYABLE TO THE GENERAL
PARTNERS AND AFFILIATES OF THE CPA(R) PARTNERSHIPS DIFFERS FROM THE ENTITLEMENT
AND ALLOCATION OF COMPENSATION TO THE ADVISOR AND AFFILIATES OF THE ADVISOR. SEE
"MANAGEMENT COMPENSATION" AND "ESTIMATED USE OF PROCEEDS". PURCHASERS OF SHARES
OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY OWNERSHIP IN THE CPA(R) PROGRAMS.

<TABLE>
<CAPTION>
CPA(R):1-
CPA(R):9(1) CPA(R):10 CIP(R)(2) CPA(R):12
----------- --------- --------- ---------
<S> <C> <C> <C> <C>
Date offering(s) commenced............ 1/16/79-3/29/89 6/20/90 8/19/91 2/18/94
Dollar amount raised (net of discounts
and individual general partner
contributions)...................... $400,713,613 $72,049,908 $141,590,601 $282,740,030
Amount paid to sponsor from proceeds
of offering:
Underwriting fees................... 0 0 0 0
Acquisition fees-real estate
commissions and mortgage
placement fees(3)................ 0 54,000 4,674,756 16,592,968
Other Fees
Dollar amount of cash generated from
operations before deducting payments
to sponsor.......................... 108,497,064 25,771,131 62,639,681 59,083,731
Amount paid to sponsor from
operations:
Property management, leasing and
asset management fees(3)......... 2,054,736 4,824,186 11,644,230 7,169,984
Reimbursements(3)................... 2,699,129 1,582,581 2,651,942 2,429,754
Other (cash distributions to General
Partners)(4)........................ 5,256,706 0 0 0
Dollar amount of property sales and
re-financing before deducting
payments to sponsor(4).............. 62,169,642 17,438,757 12,073,775 20,000,000
</TABLE>

FOOTNOTES

(1) These programs were completed on December 31, 1997.

(2) Dollar amount raised does not include $74,440,000 raised in private
placement offering that commenced after completion of the Offering.

(3) Represents acquisition fees paid to sponsor and its affiliates from January
1, 1996 through December 31, 1998

(4) Represents actual performance or payments for the period from January 1,
1996 through December 31, 1998.

A-3
<PAGE> 129

TABLE III (1 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS

Table III includes information showing the start-up and operational phase
of Prior Programs, the offerings of which have been closed since December 31,
1979. This Table is designed to provide the investor with information on the
financial operations of such Prior Programs. The results shown in this Table are
in all cases for years ended December 31. THE INFORMATION PRESENTED IN THIS
TABLE SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PARTNERSHIPS. MORTGAGE FINANCING FOR THE CPA(R)
PARTNERSHIPS MAY HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR
INVESTMENT BY SUCH PARTNERSHIPS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY
ALTER CERTAIN OF THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CPA(R):1
------------------------------------------------------------------------------
1979 1980 1981 1982 1983 1984
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues..................................... $2,636,185 $3,843,588 $4,427,993 $4,376,655 $4,322,546 $4,331,105
Profit (loss) on sale of properties................ N/A N/A N/A N/A 22,180(1) N/A
Extraordinary charge on extinguishment of debt.....
Write-down of property............................. N/A N/A N/A N/A N/A N/A
Less:
Operating expenses................................ 160,387 252,758 238,058 181,922 169,613 145,516
Interest expense.................................. 1,415,410 1,895,624 2,409,242 2,386,388 2,328,716 2,300,677
Depreciation...................................... 821,484 1,275,778 1,275,792 1,275,792 1,275,792 1,272,999
Net income (loss) GAAP Basis....................... 238,904 419,428 504,901 532,553 570,605 611,913
Taxable income (Loss):
-- from operations................................ 392,689 219,214 (108,663) (158,919) (173,788) (72,288)
-- from gain (loss) on sale....................... 0 0 0 0 22,180(1) 0
Cash generated from operations(6).................. 985,982 1,512,434 1,504,769 1,500,263 1,438,191 1,481,113
Cash proceeds from sales........................... 0 0 0 0 60,335(1) 0
Cash generated from refinancing.................... 0 0 0 0 0 0
Cash generated from operations, sales and
refinancing....................................... 985,982 1,512,434 1,504,769 1,500,263 1,498,526 1,481,113
Less Cash distribution to investors................
-- from operating cash flow(7).................... 591,479 1,480,000 1,501,819 1,504,648 1,504,646 1,504,646
-- from sales and refinancing..................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distribution...................................... 394,503 32,434 2,950 (4,385) (6,120) (23,533)
Less special items................................. 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items................... 394,503 32,434 2,950 (4,385) (6,120) (23,533)
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)............................ $23.65 $10.85 $(5.38) $(7.87) $(8.60) $(3.58)
Capital gain (loss)............................... 0 0 0 0 1.10 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............................. 14.39 20.76 24.99 26.36 27.15 30.29
-- Return of capital.............................. 21.23 52.50 49.35 48.12 47.33 44.19
Source (on cash basis):
-- Sales.......................................... 0 0 0 0 0 0
-- Refinancing.................................... 0 0 0 0 0 0
-- Operations..................................... 35.62 73.26 74.34 74.48 74.48 74.48
Amount (in percentage terms) remaining invested in
program properties at the end of the last year
reported in the Table (original total acquisition
cost of properties retained divided by original
total acquisition cost of all properties in
program).......................................... N/A 100% 100% 100% 100% 100%

<CAPTION>
CPA(R):1
-----------------------------------------------------------------
1985 1986 1987 1988 1989
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Gross Revenues..................................... $4,187,199 $3,513,411 $6,584,410 $4,487,838 $4,167,975
Profit (loss) on sale of properties................ N/A (38,915)(2) N/A N/A (231,288)(3)
Extraordinary charge on extinguishment of debt.....
Write-down of property............................. N/A N/A N/A N/A 300,000(4)
Less:
Operating expenses................................ 276,287 630,225 766,707 811,685 418,278
Interest expense.................................. 2,254,996 2,296,520 2,320,731 2,339,046 1,916,134
Depreciation...................................... 1,266,962 1,507,133 1,520,842 1,318,492 1,159,216
Net income (loss) GAAP Basis....................... 388,954 (959,382) 1,976,130 18,615 143,059
Taxable income (Loss):
-- from operations................................ (49,859) (1,135,524) (125,052) 482,093 1,175,040
-- from gain (loss) on sale....................... 0 (38,915)(2) 0 0 (538,771)(3)
Cash generated from operations(6).................. 1,221,045 736,214 1,078,838 1,908,203 1,964,408
Cash proceeds from sales........................... 0 500,000(2) 0 0 0
Cash generated from refinancing.................... 0 0 0 0 0
Cash generated from operations, sales and
refinancing....................................... 1,221,045 1,238,214 1,078,838 1,908,203 1,964,408
Less Cash distribution to investors................
-- from operating cash flow(7).................... 1,504,646 1,055,354 1,063,838 1,074,748 1,092,527
-- from sales and refinancing..................... 0 0 0 0 0
Cash generated (deficiency) after cash
distribution...................................... (283,601) 180,860 15,000 23,455 871,881
Less special items................................. 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items................... (283,601) 180,860 15,000 23,455 871,881
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)............................ $(2.47) $(56.21) $(6.19) $23.86 $58.16
Capital gain (loss)............................... 0 (1.92) 0 0 (26.67)
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............................. 19.25 0 52.66 53.20 7.08
-- Return of capital.............................. 55.23 52.24 0 0 47.00
Source (on cash basis):
-- Sales.......................................... 0 0 0 0 0
-- Refinancing.................................... 0 0 0 0 0
-- Operations..................................... 74.48 52.24 52.66 53.20 54.08
Amount (in percentage terms) remaining invested in
program properties at the end of the last year
reported in the Table (original total acquisition
cost of properties retained divided by original
total acquisition cost of all properties in
program).......................................... 100% 98.75% 98.75% 98.75% 83.14%

<CAPTION>
CPA(R):1
------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues..................................... $4,162,465 $4,093,556 $4,102,112 $4,418,370 $4,480,460 $4,830,618
Profit (loss) on sale of properties................ N/A (13,296)(5) N/A N/A N/A N/A
Extraordinary charge on extinguishment of debt.....
Write-down of property............................. N/A N/A N/A N/A N/A N/A
Less:
Operating expenses................................ 411,712 298,435 302,200 465,548 666,955 374,238
Interest expense.................................. 1,840,553 1,750,596 1,682,798 1,672,658 1,598,614 1,524,837
Depreciation...................................... 1,044,720 1,041,634 1,059,255 1,120,162 1,106,712 1,089,758
Net income (loss) GAAP Basis....................... 865,480 989,595 1,057,059 1,160,002 1,108,179 1,841,695
Taxable income (Loss):
-- from operations................................ 1,199,289 852,971 812,956 1,098,352 930,049 1,841,051
-- from gain (loss) on sale....................... 0 52,204(5) 0 0 0 0
Cash generated from operations(6).................. 1,901,459 2,062,138 2,046,299 2,291,177 2,216,472 2,666,179
Cash proceeds from sales........................... 0 160,000(5) 0 0 0 0
Cash generated from refinancing.................... 0 0 0 0 0 0
Cash generated from operations, sales and
refinancing....................................... 1,901,459 2,222,138 2,046,299 2,291,177 2,216,472 2,666,179
Less Cash distribution to investors................
-- from operating cash flow(7).................... 1,162,424 1,226,667 1,242,828 1,258,990 1,269,699 1,313,535
-- from sales and refinancing..................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distribution...................................... 739,035 995,471 803,471 1,032,187 946,773 1,352,644
Less special items................................. 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items................... 739,035 995,471 803,471 1,032,187 946,773 1,352,644
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)............................ $59.36 $42.22 $40.24 $54.37 $46.04 $91.13
Capital gain (loss)............................... 0 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............................. 42.84 48.98 52.36 57.42 54.85 65.02
-- Return of capital.............................. 14.70 11.74 9.16 4.90 8.00 0
Source (on cash basis):
-- Sales.......................................... 0 0 0 0 0 0
-- Refinancing.................................... 0 0 0 0 0 0
-- Operations..................................... 57.54 60.72 61.52 62.32 62.85 65.02
Amount (in percentage terms) remaining invested in
program properties at the end of the last year
reported in the Table (original total acquisition
cost of properties retained divided by original
total acquisition cost of all properties in
program).......................................... 83.14% 82.74% 82.74% 82.74% 82.74% 82.74%

<CAPTION>
CPA(R):1
--------------------------
1996 1997
---------- ----------
<S> <C> <C>
Gross Revenues..................................... $4,589,145 $4,825,055
Profit (loss) on sale of properties................ (22,871)(5) 607,861(7)
Extraordinary charge on extinguishment of debt..... (255,438)(6) --
Write-down of property............................. N/A
Less:
Operating expenses................................ 388,484 1,104,473
Interest expense.................................. 1,280,995 1,062,706
Depreciation...................................... 969,570 905,816
Net income (loss) GAAP Basis....................... 1,671,787 2,359,921
Taxable income (Loss):
-- from operations................................ 1,540,197 2,256,416
-- from gain (loss) on sale....................... 153,615 630,826
Cash generated from operations(6).................. 2,826,531 2,820,490
Cash proceeds from sales........................... 355,958 1,042,200
Cash generated from refinancing.................... 0 0
Cash generated from operations, sales and
refinancing....................................... 3,182,489 3,862,690
Less Cash distribution to investors................
-- from operating cash flow(7).................... 1,417,554 1,977,926
-- from sales and refinancing..................... 0
Cash generated (deficiency) after cash
distribution...................................... 1,764,935 1,884,764
Less special items................................. 0 0
Cash generated (deficiency) after cash
distributions and special items................... 1,764,935 1,884,764
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)............................ $76.24 111.69
Capital gain (loss)............................... 7.60 31.23
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............................. 70.17 97.91
-- Return of capital.............................. 0 0
Source (on cash basis):
-- Sales.......................................... 0 0
-- Refinancing.................................... 0 0
-- Operations..................................... 70.17 97.91
Amount (in percentage terms) remaining invested in
program properties at the end of the last year
reported in the Table (original total acquisition
cost of properties retained divided by original
total acquisition cost of all properties in
program).......................................... 82.46% 81.44%
</TABLE>

A-4
<PAGE> 130

TABLE III (2 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS

Ordinary income (loss)................... $ 48.95 $ 72.11 $ (.33) $ (42.08) $ (30.78) $ (19.19)
Capital gain (loss)...................... 0 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income..................... 36.70 80.25 87.86 90.90 91.70 95.68
-- Return of capital..................... 0 0 0 0 0 0
Source (on cash basis):
-- Sales................................. 0 0 0 0 0 0
-- Refinancing........................... 0 0 0 0 0 0
-- Operations............................ 36.70 80.25 87.86 90.90 91.70 95.68
Amount (in percentage terms) remaining
invested in program properties at the end
of the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties
in program)............................... N/A N/A 100% 100% 100% 100%

<CAPTION>
CPA(R):2
------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues............................. $9,954,236 $9,694,869 $9,754,664 $10,013,889 $9,732,269 $9,756,071
Profit on sale of properties............... 920,577(1) N/A N/A N/A N/A N/A
Extraordinary charge on extinguishment of
debt...................................... (894,945)(2) N/A N/A N/A N/A N/A
Write-down of property.....................
Less:
Operating expenses........................ 393,350 480,635 489,806 540,777 685,927 691,505
Interest expense.......................... 4,916,744 4,204,623 4,074,729 3,856,045 3,771,706 3,595,406
Depreciation.............................. 314,560 475,162 475,162 479,598 480,393 478,388
Net Income-GAAP Basis...................... 4,355,214 4,534,449 4,714,967 5,137,469 4,794,243 4,990,772
Taxable Income (Loss):
-- from operations........................ 260,572 1,604,613 1,997,924 2,600,538 2,461,101 2,874,398
-- from gain on sale...................... 2,035,116(1) 0 0 0 0 0
-- from extraordinary charge.............. (239,948)(2) 0 0 0 0 0
Cash generated from operations(3).......... 4,325,850 5,084,085 5,096,066 5,502,770 5,298,252 5,389,873
Cash generated from sales.................. 5,441,434(1) 0 0 0 0 0
Cash generated from refinancing............ 0 0 0 0 0 0
Cash generated from operations, sales and
refinancing............................... 9,767,234 5,084,085 5,096,066 5,502,770 5,298,252 5,389,873
Less: Cash distribution to investors:
-- from operating cash flow(4)............ 3,691,774 3,435,000 3,506,667 3,645,000 3,773,333 3,832,222
-- from sales and refinancing............. 4,950,000 0 0 0 0 0
Cash generated after cash distributions and
special items............................. 1,125,510 1,649,085 1,589,399 1,857,770 1,524,919 1,557,651
Less: Special items........................ 0 0 0 0 0 0
Cash generated after cash distributions and
special items............................. 1,125,510 1,649,085 1,589,399 1,857,770 1,524,919 1,557,651
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................... $ .73 $ 57.77 $ 71.93 $ 93.62 $ 88.60 $ 103.48
Capital gain (loss)...................... 73.27 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income..................... 156.79 123.66 126.24 131.22 135.84 137.96
-- Return of capital..................... 156.11 0 0 0 0 0
Source (on cash basis):
-- Sales................................. 180.00 0 0 0 0 0
-- Refinancing........................... 0 0 0 0 0 0
-- Operations............................ 132.90 123.66 126.24 131.22 135.84 137.96
Amount (in percentage terms) remaining
invested in program properties at the end
of the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties
in program)............................... 93.24% 93.24% 93.24% 93.24% 93.24% 93.24%

<CAPTION>
CPA(R):2
--------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues............................. $9,763,695 $ 6,665,727 $5,161,447 $5,185,804 $4,590,963 $4,919,703
Profit on sale of properties............... N/A 8,377,679(5) 23,451(7) N/A N/A N/A
Extraordinary charge on extinguishment of
debt...................................... N/A (520,979)(6) N/A N/A N/A N/A
Write-down of property..................... (841,889)(8) (445,551)(9)
Less:
Operating expenses........................ 983,060 846,569 911,755 718,035 735,018 857,919
Interest expense.......................... 3,337,825 2,142,199 1,593,880 1,351,797 731,843 542,304
Depreciation.............................. 476,279 501,762 501,657 519,891 499,320 519,460
Net Income-GAAP Basis...................... 4,966,531 10,190,008 1,732,055 2,596,081 2,624,782 3,000,020
Taxable Income (Loss):
-- from operations........................ 3,574,899 1,924,220 1,368,123 5,114,606 1,967,557 2,683,925
-- from gain on sale...................... 0 21,777,693 40,237 0 0 0
-- from extraordinary charge.............. 0 0 0 0 0 0
Cash generated from operations(3).......... 5,513,940 3,977,769 2,770,535 6,164,009 2,791,872 3,365,082
Cash generated from sales.................. 0 15,972,862 124,615 0 0 0
Cash generated from refinancing............ 0 0 0 0 0 0
Cash generated from operations, sales and
refinancing............................... 5,513,940 19,950,631 2,895,150 6,164,009 2,791,872 3,365,082
Less: Cash distribution to investors:
-- from operating cash flow(4)............ 3,898,333 2,691,111 1,458,890 1,491,667 2,303,728 2,167,890
-- from sales and refinancing............. 0 14,300,312 0 0 0 0
Cash generated after cash distributions and
special items............................. 1,615,607 2,959,208 1,436,260 4,672,342 488,144 1,197,192
Less: Special items........................ 0 0 0 0 0 0
Cash generated after cash distributions and
special items............................. 1,615,607 2,959,208 1,436,260 4,672,342 488,144 1,197,192
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................... $ 128.70 $ 69.27 $ 49.25 $ 184.46 $ 70.96 $ 96.80
Capital gain (loss)...................... 0 784.00 1.45 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income..................... 140.34 366.84 52.52 53.72 83.09 78.19
-- Return of capital..................... 0 250.04 0.00 0 0 0
Source (on cash basis):
-- Sales................................. 0 520.00 0 0 0 0
-- Refinancing........................... 0 0 0 0 0 0
-- Operations............................ 140.34 96.88 52.52 53.72 83.09 78.19
Amount (in percentage terms) remaining
invested in program properties at the end
of the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties
in program)............................... 93.24% 61.97% 61.65% 61.65% 61.65% 61.65%
</TABLE>

A-5
<PAGE> 131

TABLE III (3 OF 10)

OPERATING RESULTS OF PRIOR PROGRAMS

Table III includes information showing the start-up and operational phase or
Prior Programs, the offerings of which have been closed since December 31, 1979.
This Table is designed to provide the investor with information on the financial
operations of such Prior Programs. The results shown in this Table are in all
cases for years ended December 31. THE INFORMATION PRESENTED IN THIS TABLE
SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PARTNERSHIPS. MORTGAGE FINANCING FOR THE CPA(R)
PARTNERSHIPS MAY HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR
INVESTMENT BY SUCH PARTNERSHIPS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY
ALTER CERTAIN OF THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CPA(R):3
--------------------------------------------------------------------------
1981 1982 1983 1984 1985 1986
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues.......................... $173,916 $7,746,826 $8,618,753 $8,798,595 $8,792,622 $ 8,720,462
Profit on sale of properties............ N/A N/A N/A N/A N/A 540,765(1)
Extraordinary charges on extinguishment
of debt................................ N/A N/A N/A N/A N/A (1,256,013)(2)
Write-down of property.................. N/A N/A N/A N/A N/A N/A
Other income............................
Less:
Operating expenses..................... 54,011 384,169 369,246 506,660 502,561 496,570
Interest expense....................... 60,855 4,224,538 4,341,435 3,921,936 3,845,445 3,296,710
Depreciation........................... 0 0 0 0 0 20,502
Net Income-GAAP Basis................... 59,050 3,138,119 3,908,072 4,369,999 4,444,615 4,191,432
Taxable Income (Loss):
-- from operations..................... (190,312) (516,798) (194,879) 277,458 375,653 708,829
-- from gain on sale................... 0 0 0 0 0 3,373,025(1)
-- from extraordinary charge........... 0 0 0 0 0 (852,511)(2)
Cash generated from operations(3)....... 41,249 2,698,796 3,523,610 3,979,272 3,995,421 5,009,304
Cash generated from sales............... 0 0 0 0 0 5,302,208(1)
Cash generated from refinancing......... 0 0 0 0 0 0
Cash generated from other............... 0 0 0 0 0 0
Cash generated from operations, sales,
refinancing and other.................. 41,249 2,698,796 3,523,610 3,979,272 3,995,421 10,311,512
Less: Cash distribution to investors:
-- from operating cash flow(4)......... 0 1,906,688 3,388,225 3,787,592 3,889,970 4,125,001
-- from sales and refinancing.......... 0 0 0 0 0 0
-- other............................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions.......................... 41,249 792,108 135,385 191,680 105,451 6,186,511
Less: Special items..................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ 41,249 792,108 135,385 191,680 105,451 6,186,511
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income........................ $ (25.06) $ (19.36) $ (5.79) $ 8.24 $ 11.16 $ (3.21)
Capital gain........................... 0 0 0 0 0 101.19
Cash Distributions to Investors:
Source (on GAAP basis)
-- Investment income.................. 0 71.42 100.62 112.48 116.52 122.50
-- Return of capital.................. 0 0 0 0 0 0
Source (on cash basis):
-- Sales............................... 0 0 0 0 0 0
-- Refinancing......................... 0 0 0 0 0 0
-- Other............................... 0 0 0 0 0 0
-- Operations.......................... 0 71.42 100.62 112.48 116.52 122.50
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. N/A N/A 100% 100% 100% 84.41%

<CAPTION>
CPA(R):3
----------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues.......................... $ 8,394,566 $8,582,478 $8,774,232 $8,713,691 $8,699,175 $8,478,263
Profit on sale of properties............ N/A N/A N/A N/A N/A N/A
Extraordinary charges on extinguishment
of debt................................ N/A N/A N/A N/A N/A N/A
Write-down of property.................. N/A N/A N/A N/A N/A N/A
Other income............................
Less:
Operating expenses..................... 583,208 568,793 622,281 713,979 855,729 1,533,036
Interest expense....................... 2,459,640 2,376,215 2,332,100 2,184,359 2,073,632 1,936,878
Depreciation........................... 108,357 108,208 108,911 108,434 108,272 108,132
Net Income-GAAP Basis................... 5,243,361 5,529,262 5,710,940 5,706,919 5,631,542 4,900,217
Taxable Income (Loss):
-- from operations..................... 2,492,141 2,938,913 3,240,014 3,295,198 3,439,197 5,452,217
-- from gain on sale................... 0 0 0 0 0 0
-- from extraordinary charge........... 0 0 0 0 0 0
Cash generated from operations(3)....... 5,458,974 5,743,427 5,749,481 5,785,928 5,712,639 5,252,425
Cash generated from sales............... 0 0 0 0 0 0
Cash generated from refinancing......... 0 0 0 0 0 0
Cash generated from other............... 0 0 0 0 0 8,533,614(5)
Cash generated from operations, sales,
refinancing and other.................. 5,458,974 5,743,427 5,749,481 5,785,928 5,712,639 13,786,039
Less: Cash distribution to investors:
-- from operating cash flow(4)......... 4,073,945 3,830,020 4,131,061 4,469,143 4,649,632 4,925,081
-- from sales and refinancing.......... 5,280,000 0 0 0 0 0
-- other............................... 0 0 0 0 0 3,333,333(5)
Cash generated (deficiency) after cash
distributions.......................... (3,894,971) 1,913,407 1,618,420 1,316,785 1,063,007 5,527,625
Less: Special items..................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ (3,894,971) 1,913,407 1,618,420 1,316,785 1,063,007 5,527,625
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income........................ $ 74.01 $ 87.28 $ 96.22 $ 97.86 $ 102.13 $ 161.91
Capital gain........................... 0 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis)
-- Investment income.................. 155.71 113.74 122.68 132.72 138.08 145.52
-- Return of capital.................. 123.68 0 0 0 0 100.74
Source (on cash basis):
-- Sales............................... 160.0 0 0 0 0 0
-- Refinancing......................... 0 0 0 0 0 0
-- Other............................... 0 0 0 0 0 100.00(5)
-- Operations.......................... 119.40 113.74 122.68 132.72 138.08 146.26
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. 84.41% 84.41% 84.41% 84.41% 84.41% 84.41%

<CAPTION>
CPA(R):3
-----------------------------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues.......................... $ 7,554,227 $7,391,852 $7,249,265 $5,730,082 $8,104,707
Profit on sale of properties............ N/A N/A N/A N/A N/A
Extraordinary charges on extinguishment
of debt................................ N/A N/A N/A N/A N/A
Write-down of property.................. (1,302,318)(6) (697,325)(7) (146,184)(8) N/A N/A
Other income............................ 11,499,187(9) N/A N/A
Less:
Operating expenses..................... 1,441,186 1,719,172 1,173,053 1,031,997 1,227,688
Interest expense....................... 1,734,434 1,602,175 1,255,047 75,158 17,744
Depreciation........................... 147,229 158,367 198,590 188,893 215,272
Net Income-GAAP Basis................... 2,929,060 3,214,813 15,975,567 4,434,034 6,644,003
Taxable Income (Loss):
-- from operations..................... 5,504,655 4,461,854 23,951,874 2,988,189 5,502,953
-- from gain on sale................... 0 0 157,910 0
-- from extraordinary charge........... 0 0 0
Cash generated from operations(3)....... 4,387,721 4,647,375 12,917,577 3,906,606 4,587,044
Cash generated from sales............... 0 0 5,435,869(9) 1,853,816(10) 0
Cash generated from refinancing......... 0 0
Cash generated from other............... 2,260,792 2,286,195 0 0 0
Cash generated from operations, sales,
refinancing and other.................. 6,648,513 6,933,570 18,353,446 5,760,422 4,587,044
Less: Cash distribution to investors:
-- from operating cash flow(4)......... 4,606,531 4,656,367 4,722,367 3,319,280 4,214,958
-- from sales and refinancing.......... 0 0 0 0 0
-- other............................... 0 0 8,000,000 0 0
Cash generated (deficiency) after cash
distributions.......................... 2,041,982 2,277,203 5,631,079 2,441,142 372,086
Less: Special items..................... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ 2,041,982 2,277,203 5,361,079 2,441,142 372,086
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income........................ $ 163.47 $ 132.50 $ 711.33 $ 88.74 $ 163.42
Capital gain........................... 0 0 0 4.69 0
Cash Distributions to Investors:
Source (on GAAP basis)
-- Investment income.................. 86.98 95.47 376.83 98.57 125.17
-- Return of capital.................. 48.83 41.82 0 0 0
Source (on cash basis):
-- Sales............................... 0 0 0 0 0
-- Refinancing......................... 0 0 0 0 0
-- Other............................... 0 0 0 0 0
-- Operations.......................... 136.80 138.28 140.24 98.57 125.17
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. 84.41% 84.41% 84.41% 68.83% 68.83%
</TABLE>

A-6
<PAGE> 132

TABLE III (4 OF 10)

OPERATING RESULTS OF PRIOR PROGRAMS

Operating expenses.......................... 9,137 274,260 245,150 278,838 529,941 566,780

Interest expense............................ 5,784 3,180,356 5,453,442 5,395,023 5,149,287 4,101,592

Depreciation................................ 1,302 346,155 808,870 828,303 1,059,071 1,628,118
Net Income (Loss)-GAAP Basis................. (10,307) 3,336,069 4,468,542 4,448,309 2,470,350 2,436,860
Taxable Income (Loss):
-- from operations.......................... (2,604) 781,413 (281,447) (98,623) (402,328) (433,637)
-- from gain on sale........................ 0 0 0 0 4,047,994(1) 0
-- from extraordinary charge................ 0 0 0 0 0 0
-- other.................................... 0 0 0 0 0 0
Cash generated from operations(6)............ (3,135) 3,471,621 4,787,836 4,728,701 4,857,156 4,115,421
Cash generated from sales.................... 0 0 0 0 4,483,969(1) 0
Cash generated from refinancing.............. 0 0 0 0 0 0
Cash generated from other.................... 0 0 0 0 0 0
Cash generated from operations, sales,
refinancing and other....................... (3,135) 3,471,621 4,787,836 4,728,701 9,341,125 4,115,421
Less: Cash distribution to investors:
-- from operating cash flow(8).............. 0 2,345,537 4,565,144 4,603,376 4,639,789 4,594,265
-- from sales and refinancing............... 0 0 0 0 0 1,711,359
Cash generated (deficiency) after cash
distributions............................... 0 1,126,084 222,692 125,325 4,701,336 (2,190,203)
Less: Special items.......................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items............. 0 1,126,084 222,692 125,325 4,701,336 (2,190,203)
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)...................... $ 0 $ 21.01 $ (6.18) $ (2.17) $ (8.84) $ (9.52)
Other....................................... 0 0 0 0 0 0
Capital gain................................ 0 0 0 0 88.94 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income........................ 0 63.06 98.18 97.73 54.28 53.53
-- Return of capital........................ 0 0 2.12 3.41 47.66 87.02
Source (on cash basis):
-- Sales.................................... 0 0 0 0 0 40.00
-- Refinancing.............................. 0 0 0 0 0 0
-- Operations............................... 0 63.06 100.30 101.14 101.94 100.55
Amount (in percentage terms) remaining
invested in program properties at the end of
the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties in
program).................................... N/A N/A 100% 100% 85.20% 85.20%

<CAPTION>
CPA(R):4
---------------------------------------------------------------------
1988 1989 1990 1991 1992
---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Gross Revenues............................... $9,117,527 $9,393,587 $ 9,694,000 $9,653,180 $9,959,144
Profit on sale of properties................. N/A N/A N/A N/A N/A
Extraordinary gain........................... N/A N/A 2,080,304(3) N/A N/A
Write-down of property....................... N/A N/A (2,080,304)(2) N/A N/A
Extraordinary charge on extinguishment of
debt........................................ (160,000)(4) (70,266)(5) N/A N/A N/A
Other........................................ N/A N/A N/A N/A (44,308)(7)
Less:
Operating expenses.......................... 538,523 614,235 752,499 790,950 1,647,627
Interest expense............................ 3,805,805 3,552,960 3,504,016 3,441,293 3,309,359
Depreciation................................ 1,468,317 1,243,008 1,207,776 1,184,801 1,259,693
Net Income (Loss)-GAAP Basis................. 3,144,882 3,913,118 4,229,709 4,236,136 3,698,157
Taxable Income (Loss):
-- from operations.......................... 561,034 1,408,950 1,518,550 1,702,996 1,737,637
-- from gain on sale........................ 0 0 0 0 0
-- from extraordinary charge................ (160,000)(4) (70,266)(5) 0 0 0
-- other.................................... 0 0 0 0 (14,801)(7)
Cash generated from operations(6)............ 4,763,309 5,289,802 5,611,039 5,479,320 5,071,063
Cash generated from sales.................... 0 0 0 0 0
Cash generated from refinancing.............. 0 0 0 0 0
Cash generated from other.................... 0 0 0 0 14,195(7)
Cash generated from operations, sales,
refinancing and other....................... 4,763,309 5,289,802 5,611,039 5,479,320 5,085,258
Less: Cash distribution to investors:
-- from operating cash flow(8).............. 4,522,360 4,564,233 4,627,954 4,729,905 4,819,116
-- from sales and refinancing............... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions............................... 240,949 725,569 983,085 749,415 266,142
Less: Special items.......................... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items............. 240,949 725,569 983,085 749,415 266,142
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)...................... $ 12.33 $ 29.41 $ 33.36 $ 37.42 $ 38.18
Other....................................... 0 0 0 0 (0.33)
Capital gain................................ 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income........................ 69.10 85.97 92.93 93.07 81.25
-- Return of capital........................ 30.26 14.31 8.75 10.85 24.63
Source (on cash basis):
-- Sales.................................... 0 0 0 0 0
-- Refinancing.............................. 0 0 0 0 0
-- Operations............................... 99.36 100.28 101.68 103.92 105.88
Amount (in percentage terms) remaining
invested in program properties at the end of
the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties in
program).................................... 85.20% 85.20% 85.20% 85.20% 85.20%

<CAPTION>
CPA(R):4
-------------------------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Revenues............................... $12,450,374 $11,570,621 $11,896,324 $ 9,322,373(12) $10,225,363
Profit on sale of properties................. N/A N/A 3,330,098(10) N/A N/A
Extraordinary gain........................... 345,000(9) N/A N/A N/A N/A
Write-down of property....................... N/A N/A N/A N/A (2,316,000)(13)
Extraordinary charge on extinguishment of
debt........................................ N/A N/A N/A N/A N/A
Other........................................ N/A N/A N/A 1,118,318(11) 681,316(14)
Less:
Operating expenses.......................... 3,375,359 3,590,081 3,299,454 1,090,215 1,299,302
Interest expense............................ 2,987,868 2,396,017 2,098,857 1,515,248 847,596
Depreciation................................ 1,346,641 1,141,143 1,149,525 921,702 835,836
Net Income (Loss)-GAAP Basis................. 5,085,506 4,443,380 8,678,586 6,913,526 5,607,945
Taxable Income (Loss):
-- from operations.......................... 3,540,526 2,462,537 7,224,511 5,049,765 5,998,404
-- from gain on sale........................ 957,340 0 9,318,375 0 0
-- from extraordinary charge................ 0 0 0 0 0
-- other.................................... 0 0 0 0 0
Cash generated from operations(6)............ 6,231,586 5,772,103 6,099,480 7,167,641 7,465,721
Cash generated from sales.................... 0 0 9,477,492 0 0
Cash generated from refinancing.............. 0 0 0 0 0
Cash generated from other.................... 0 0 0 0 0
Cash generated from operations, sales,
refinancing and other....................... 6,231,586 5,772,103 15,576,972 7,167,641 7,465,721
Less: Cash distribution to investors:
-- from operating cash flow(8).............. 4,854,619 4,878,286 4,780,885 4,452,597 6,727,737
-- from sales and refinancing............... 0 0 4,321,616 0 0
Cash generated (deficiency) after cash
distributions............................... 1,376,967 893,817 6,474,471 2,715,044 737,984
Less: Special items.......................... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items............. 1,376,967 893,817 6,474,471 2,715,044 737,984
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)...................... $ 77.79 $ 54.10 $ 158.73 $ 110.95 $ 131.79
Other....................................... 0 0 0 0 0
Capital gain................................ 21.03 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income........................ 106.66 97.62 190.68 97.83 123.21
-- Return of capital........................ 0 9.56 9.31 0 24.60
Source (on cash basis):
-- Sales.................................... 0 0 0 0 0
-- Refinancing.............................. 0 0 0 0 0
-- Operations............................... 106.66 107.18 105.04 97.83 147.81
Amount (in percentage terms) remaining
invested in program properties at the end of
the last year reported in the Table
(original total acquisition cost of
properties retained divided by original
total acquisition cost of all properties in
program).................................... 85.20% 85.20% 70.68% 70.68% 70.68%
</TABLE>

A-7
<PAGE> 133

TABLE III (5 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS

Other................................... N/A N/A N/A N/A N/A N/A

Profit (loss) on sale or disposition of
properties............................. N/A N/A N/A N/A (457,484)(1) N/A

Extraordinary charge on extinguishment
of debt................................ N/A N/A N/A N/A N/A N/A

Write-down of property.................. N/A N/A N/A (860,000)(4) N/A N/A

Less:
Operating expenses..................... 81,016 195,585 363,490 493,702 1,327,685 758,159
Interest expenses...................... 1,041 1,828,708 3,557,103 6,447,584 7,050,466 6,926,712
Depreciation........................... 0 90,662 890,342 2,300,987 2,506,914 2,637,104
Minority Interest...................... N/A N/A N/A 80,834 165,810 197,354

Net Income-GAAP Basis................... 69,155 5,577,648 4,474,450 2,673,918 2,897,209 4,542,112

Taxable Income (Loss):
-- from operations..................... 83,341 4,180,317 2,173,368 277,783 (1,015,507) 406,029
-- from gain (loss) on sale or
disposition........................... 0 0 0 0 (1,065,808) 0
-- from other.......................... 0 0 0 0 0 0

Cash generated from operations(10)...... 77,254 5,612,247 5,157,259 6,550,334 5,622,209 6,571,710

Cash generated from sales............... 0 0 0 0 500,000(1) 0

Cash generated from refinancing......... 0 0 0 0 0 0

Cash generated from operations, sales
and refinancing........................ 77,254 5,612,247 5,157,259 6,550,334 6,122,209 6,571,710

Less: Cash distribution to investors:
-- from operating cash flow(11)........ 0 5,150,600 5,324,013 5,481,771 5,535,961 5,587,744
-- from sales and refinancing.......... 0 0 0 0 0 0

Cash generated (deficiency) after cash
distributions.......................... 77,254 461,647 (166,754) 1,068,563 586,248 983,966

Less: special items.....................

Cash generated (deficiency) after cash
distributions and special items........ 77,254 461,647 (166,754) 1,068,563 586,248 983,966

Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:

Ordinary income (loss)................. $ 1.38 $ 69.43 $ 36.09 $ 4.61 $ (16.87) $ 6.74
Capital gain (loss).................... 0 0 0 0 (17.69) 0
Other.................................. 0 0 0 0 0 0

Cash Distributions to Investors:
Source (on GAAP basis):

-- Investment income................... 0 85.54 74.31 44.41 48.12 75.43
-- Return of capital................... 0 0 14.11 46.63 43.82 17.37
Source (on cash basis):
-- Sales............................... 0 0 0 0 0 0
-- Refinancing......................... 0 0 0 0 0 0
-- Operations.......................... 0 85.54 88.42 91.04 91.94 92.80

Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program.................. N/A N/A N/A N/A N/A 98.51%

<CAPTION>
CPA(R):5
-------------------------------------------------------------------------
1989 1990 1991 1992 1993
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Revenues.......................... $15,324,326 $14,912,517 $15,167,339 $18,195,423(8) $18,260,614
Other................................... N/A N/A (103,595)(5) 1,872,534 214,978(12)
Profit (loss) on sale or disposition of
properties............................. 47,319(2) N/A (35,987)(6) (488,795)(9) N/A
Extraordinary charge on extinguishment
of debt................................ N/A (32,714)(3) N/A N/A N/A
Write-down of property.................. N/A N/A (300,000)(7) N/A (323,611)(13)
Less:
Operating expenses..................... 1,305,074 1,503,721 3,354,854 6,111,874 6,417,993
Interest expenses...................... 7,052,901 6,512,534 6,042,335 5,293,044 4,941,889
Depreciation........................... 2,632,299 2,620,793 2,622,033 2,317,013 2,295,887
Minority Interest...................... 17,714 114,721 (174,657) N/A N/A
Net Income-GAAP Basis................... 4,363,657 4,128,034 2,883,192 5,857,231 4,496,212
Taxable Income (Loss):
-- from operations..................... 799,445 857,331 1,077,650 1,530,150 2,039,288
-- from gain (loss) on sale or
disposition........................... 87,421(2) 488,066 (2,674)(6) 871,676 0
-- from other.......................... 0 0 (154,918)(5) 2,617,784(8) 0
Cash generated from operations(10)...... 6,911,989 5,895,617 5,278,070 6,202,200 6,241,041
Cash generated from sales............... 239,362(2) 0 120,000(6) 0 0
Cash generated from refinancing......... 0 0 0 0 0
Cash generated from operations, sales
and refinancing........................ 7,151,351 5,895,617 5,398,070 6,202,200 6,241,041
Less: Cash distribution to investors:
-- from operating cash flow(11)........ 5,635,916 5,684,084 5,732,256 5,780,425 5,828,596
-- from sales and refinancing.......... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions.......................... 1,515,435 211,533 (334,186) 421,775 412,445
Less: special items..................... 0
Cash generated (deficiency) after cash
distributions and special items........ 1,515,435 211,533 (334,186) 421,775 412,445
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................. $ 13.28 $ 14.24 $ 17.90 $ 25.41 $ 33.87
Capital gain (loss).................... 1.45 0 (0.04) 14.48 0
Other.................................. 0 0 0 43.48 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income................... 72.47 68.56 47.88 96.00 74.67
-- Return of capital................... 21.13 25.84 47.32 0 22.13
Source (on cash basis):
-- Sales............................... 0 0 0 0 0
-- Refinancing......................... 0 0 0 0 0
-- Operations.......................... 93.60 94.40 95.20 96.00 96.80
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program.................. 98.51% 97.60% 97.45% 94.12% 94.12%

<CAPTION>
CPA(R):5
--------------------------------------------------------------
1994 1995 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross Revenues.......................... $18,125,156 $15,768,137 $13,204,966 $ 9,749,000
Other................................... N/A N/A N/A N/A
Profit (loss) on sale or disposition of
properties............................. 1,242,614(14) 614,234(16) 5,284,165(18) 956,829(20)
Extraordinary charge on extinguishment
of debt................................ (117,619)(15) N/A N/A N/A
Write-down of property.................. 0 (1,980,550)(17) (1,300,000)(19) (1,350,000)(21)
Less:
Operating expenses..................... 7,111,014 6,927,470 6,006,397 4,176,004
Interest expenses...................... 4,518,529 3,495,872 2,075,230 1,363,680
Depreciation........................... 2,181,432 2,065,781 1,331,028 1,131,397
Minority Interest...................... N/A N/A N/A N/A
Net Income-GAAP Basis................... 5,439,186 1,912,698 7,776,476 2,685,448
Taxable Income (Loss):
-- from operations..................... 866,115 1,621,566 1,690,288 1,481,174
-- from gain (loss) on sale or
disposition........................... 10,019,470 0 8,338,765 2,927,201
-- from other.......................... 0 0 0 0
Cash generated from operations(10)...... 6,292,833 4,688,070 7,901,310 4,393,646
Cash generated from sales............... 0 1,187,362(16) 8,583,803 0
Cash generated from refinancing......... 0 0 0 0
Cash generated from operations, sales
and refinancing........................ 6,292,833 5,875,432 16,485,113 4,393,646
Less: Cash distribution to investors:
-- from operating cash flow(11)........ 5,862,314 8,054,982 4,456,949 5,175,122
-- from sales and refinancing.......... 0 0 0 792,400(18)
Cash generated (deficiency) after cash
distributions.......................... 430,519 (2,179,550) 12,028,164 (1,573,876)
Less: special items..................... 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ 430,519 (2,179,550) 12,028,164 (1,573,876)
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................. $ 14.87 $ 26.93 $ 28.07 $ 24.60
Capital gain (loss).................... 166.40 0 141.45 48.61
Other.................................. 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income................... 90.33 31.77 74.02 44.60
-- Return of capital................... 7.03 102.01 0 54.51
Source (on cash basis):
-- Sales............................... 0 0 0 0
-- Refinancing......................... 0 0 0 0
-- Operations.......................... 97.36 133.78 74.02 99.11
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program.................. 92.97% 81.82% 63.06% 46.45%
</TABLE>

A-8
<PAGE> 134

TABLE III (6 OF 10)

OPERATING RESULTS OF PRIOR PROGRAMS

Less: Special items.................... 0 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ 772,456 234,939 1,084,978 785,403 785,402 885,926
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................. $ 51.96 $ 50.54 $ 19.26 $ 23.92 $ 23.88 $ 26.23
Other.................................. 0 0 0 0 0 0
Capital gain........................... 0 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.................. 47.49 72.72 68.46 74.81 69.06 70.62
-- Return of capital.................. 0 7.85 12.98 7.49 14.20 13.99
Source (on cash basis):
-- Sales.............................. 0 0 0 0 0 0
-- Refinancing........................ 0 0 0 0 0 0
-- Operations......................... 47.49 80.57 81.44 82.30 83.26 84.61
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. N/A N/A N/A 100% 100% 100%

<CAPTION>
CPA(R):6
-------------------------------------------------------------------------------
1991 1992 1993 1994 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Revenues.......................... $11,406,582 $14,177,113 $15,387,180 $15,693,853 $16,737,899
Gain on sale............................ 0 0 0 0 0
Other................................... (55,783)(1) (75,211)(3) N/A N/A N/A
Extraordinary (charge) gain............. (13,559)(2) 0 N/A N/A 2,088,268(6)
Less:
Operating expenses..................... 1,078,174 2,858,645 4,706,491 5,933,070 4,942,528
Interest expense....................... 5,222,844 5,319,971 5,122,703 5,040,589 4,499,692
Depreciation........................... 1,418,968 1,668,951 1,637,678 1,621,029 1,525,011
Net Income-GAAP Basis................... 3,617,254 4,254,335 3,920,308 3,099,165 7,858,936
Taxable Income:
-- from operations..................... 1,831,848 2,227,427 2,091,787 1,156,303 7,871,636
-- from gain on sale................... 0 0 0 0 0
-- from extraordinary charge........... (13,559)(2) 0 0 0 0
-- from other.......................... (250,032)(1) 27,303(3) 0 0 0
Cash generated from operations(4)....... 5,719,005 6,066,705 5,531,994 5,094,336 11,133,036
Cash generated from sales............... 0 0 0 0 0
Cash generated from refinancing......... 870,913 2,414,076 0 0 0
Cash generated from other............... 0 17,008(3) 0 0 0
Cash generated from operations, sales,
refinancing and other.................. 6,589,918 8,497,789 5,531,994 5,094,336 11,133,036
Less: Cash distribution to investors:
-- from operating cash flow(5)......... 4,421,586 4,633,297 4,676,223 4,704,691 4,736,359
-- from sales and refinancing.......... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions.......................... 2,168,332 3,864,492 855,771 389,645 6,396,677
Less: Special items.................... 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items........ 2,168,332 3,864,492 855,771 389,645 6,396,677
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................. $ 35.65 $ 43.67 $ 41.01 $ 22.67 $ 154.38
Other.................................. 0 0.54 0 0 0
Capital gain........................... 0 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.................. 70.91 83.40 76.85 60.76 92.89
-- Return of capital.................. 15.77 7.43 14.82 31.47 0
Source (on cash basis):
-- Sales.............................. 0 0 0 0 0
-- Refinancing........................ 0 0 0 0 0
-- Operations......................... 86.68 90.83 91.67 92.23 92.89
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. 100% 100% 100% 100% 100%

<CAPTION>
CPA(R):6
------------------------------
1996 1997
----------- -----------
<S> <C> <C>
Gross Revenues.......................... $16,537,296 $17,384,088
Gain on sale............................ 70,878(7) N/A
Other................................... N/A N/A
Extraordinary (charge) gain............. N/A N/A
Less:
Operating expenses..................... 4,914,538 5,048,701
Interest expense....................... 4,003,726 3,715,143
Depreciation........................... 1,664,514 1,780,317
Net Income-GAAP Basis................... 6,025,396 6,839,927
Taxable Income:
-- from operations..................... 3,450,345 4,530,411
-- from gain on sale................... 242,713 0
-- from extraordinary charge........... 0 0
-- from other.......................... 0 0
Cash generated from operations(4)....... 7,615,526 8,075,717
Cash generated from sales............... 0 0
Cash generated from refinancing......... 0 0
Cash generated from other............... 0 0
Cash generated from operations, sales,
refinancing and other.................. 7,615,526 8,075,717
Less: Cash distribution to investors:
-- from operating cash flow(5)......... 4,880,911 7,002,505
-- from sales and refinancing..........
Cash generated (deficiency) after cash
distributions.......................... 2,734,615 1,073,212
Less: Special items.................... 0 0
Cash generated (deficiency) after cash
distributions and special items........ 2,734,615 1,073,212
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)................. $ 67.67 $ 88.85
Other.................................. 0 0
Capital gain........................... 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.................. 95.72 134.14
-- Return of capital.................. 0 3.19
Source (on cash basis):
-- Sales.............................. 0 0
-- Refinancing........................ 0 0
-- Operations......................... 95.72 137.33
Amount (in percentage terms) remaining
invested in program properties at the
end of the last year reported in the
Table (original total acquisition cost
of properties retained divided by
original total acquisition cost of all
properties in program)................. 99.79% 99.79%
</TABLE>

A-9
<PAGE> 135

TABLE III (7 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS

Table III includes information showing the start-up and operational phase
of Prior Programs, the offerings of which have been closed since December 31,
1979. This Table is designed to provide the investor with information on the
financial operations of such Prior Programs. The results shown in this Table are
in all cases for years ended December 31. THE INFORMATION PRESENTED IN THIS
TABLE SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PARTNERSHIPS. MORTGAGE FINANCING FOR THE CPA(R)
PARTNERSHIPS MAY HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR
INVESTMENT BY SUCH PARTNERSHIPS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY
ALTER CERTAIN OF THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CPA(R):7
----------------------------------------------------------------
1986 1987 1988 1989 1990
-------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Revenues.............................................. $ 90,399 $4,119,934 $9,066,142 $14,071,843 $13,725,684
Profit (loss) on sale of properties......................... N/A N/A N/A N/A 58,172(1)
Gain on sale of securities.................................. N/A N/A 1,766,185(3) 48,158(3) 69,544(3)
Extraordinary gain charge...................................
Write-down of property...................................... N/A N/A N/A N/A (500,000)(2)
Other....................................................... N/A N/A N/A N/A N/A
Less:
Operating expenses......................................... 46,413 326,846 1,848,463 5,576,552 6,194,008
Interest expense........................................... 22,911 1,389,385 3,479,631 4,657,478 4,718,573
Depreciation............................................... 0 131,567 1,009,247 1,422,116 1,567,896
Net Income-GAAP Basis....................................... 21,075 2,272,136 4,494,986 2,463,855 872,923
Taxable Income (Loss):
-- from operations......................................... (51,877) 1,203,013 1,585,180 1,195,514 3,689
-- from gain (loss) on sales............................... 0 0 1,766,185(3) 48,158(3) 127,716(1)(3)
-- other................................................... 0 0 0 0 0
Cash generated from operations.............................. 1,550,648 1,115,274 4,136,538 3,745,289 3,153,131
Cash generated from sales................................... 0 0 1,766,185(3) 48,158(3) 245,324
Cash generated from refinancing............................. 0 0 0 0 0
Cash generated from other................................... 0 0 0 0 0
Cash generated from operations, sales, refinancing and
other...................................................... 1,550,648 1,115,274 5,902,723 3,793,447 3,398,455
Less: Cash distribution to investors:
-- from operating cash flow(6)............................. 0 1,363,271 3,902,233 3,940,765 3,992,781
-- from sales and refinancing.............................. 0 0 0 0 0
Cash generated (deficiency) after cash distributions........ 1,550,648 (247,997) 2,000,490 (147,318) (594,326)
Less: Special items......................................... 0 0 0 0 0
Cash generated (deficiency) after cash distributions and
special items.............................................. 1,550,648 (247,997) 2,000,490 (147,318) (594,326)
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)..................................... $ (4.29) $ 24.98 $ 32.91 $ 24.82 $ .08
Other...................................................... 0 0 0 0 0
Capital gain............................................... 0 0 36.67 1.00 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income....................................... 0 60.60 81.02 51.16 18.12
-- Return of capital....................................... 0 0 0 30.66 64.78
Source (on cash basis):
-- Sales................................................... 0 0 0 0 0
-- Refinancing............................................. 0 0 0 0 0
-- Operations.............................................. 0 60.60 81.02 81.82 82.90
Amount (in percentage terms) remaining invested in program
properties at the end of the last year reported in the
Table (original total acquisition cost of properties
retained divided by original total acquisition cost of
all properties in program)............................... N/A N/A N/A 100% 99.86%

<CAPTION>
CPA(R):7
-------------------------------------------------------------
1991 1992 1993 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross Revenues.............................................. $13,648,275 $14,502,032 $12,243,029 $13,840,052
Profit (loss) on sale of properties......................... 54,197(4) N/A (552,383)(8) 7,814,474(10)
Gain on sale of securities.................................. N/A N/A N/A N/A
Extraordinary gain charge................................... 879,433(12) (511,503)
Write-down of property...................................... N/A N/A (3,303,228)(9) (641,731)(11)
Other....................................................... N/A (141,723)(5) 435,106(3) 986,155
Less:
Operating expenses......................................... 6,170,575 6,404,695 4,485,628 4,336,235
Interest expense........................................... 4,471,097 4,155,956 3,324,398 3,537,640
Depreciation............................................... 1,607,889 1,616,335 1,647,397 1,619,726
Net Income-GAAP Basis....................................... 1,452,911 2,183,323 244,534 11,993,846
Taxable Income (Loss):
-- from operations......................................... 746,150 1,534,247 11,218,042 2,452,425
-- from gain (loss) on sales............................... 54,197(4) 0 2,093,467 10,460,324
-- other................................................... 0 51,875(5) 283,740 682,500
Cash generated from operations.............................. 3,303,198 4,489,865 4,135,048 5,347,231
Cash generated from sales................................... 183,430(4) 0 283,740 14,662,004
Cash generated from refinancing............................. 978,087 0 1,047,890 700,000
Cash generated from other................................... 0 32,313(5) 3,578 38,281
Cash generated from operations, sales, refinancing and
other...................................................... 4,464,715 4,522,178 5,470,256 20,747,516
Less: Cash distribution to investors:
-- from operating cash flow(6)............................. 3,303,198 3,388,324(7) 2,948,590 3,246,729
-- from sales and refinancing.............................. 503,673 0 0 0
Cash generated (deficiency) after cash distributions........ 657,844 1,133,854 2,521,666 17,500,787
Less: Special items......................................... 0 0 0 0
Cash generated (deficiency) after cash distributions and
special items.............................................. 657,844 1,133,854 2,521,666 17,500,787
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)..................................... $ 15.49 $ 31.85 $ 232.91 $ 50.92
Other...................................................... 0 1.08 5.89 14.17
Capital gain............................................... 0 0 43.47 217.18
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income....................................... 30.17 45.33 5.08 67.41
-- Return of capital....................................... 53.03 20.86 56.14 0
Source (on cash basis):
-- Sales................................................... 0 0 0 0
-- Refinancing............................................. 10.46 0 0 0
-- Operations.............................................. 72.74 66.19 61.22 67.41
Amount (in percentage terms) remaining invested in program
properties at the end of the last year reported in the
Table (original total acquisition cost of properties
retained divided by original total acquisition cost of
all properties in program)............................... 99.70% 99.70% 97.86% 83.50%

<CAPTION>
CPA(R):7
-----------------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Gross Revenues.............................................. $12,196,252 $12,731,328 $12,706,396
Profit (loss) on sale of properties......................... 1,019,362(13) 74,729(17) N/A
Gain on sale of securities.................................. 1,323,858(13) N/A N/A
Extraordinary gain charge................................... -- N/A
Write-down of property...................................... (319,685)(14) -- (139,999)(18)
Other....................................................... 111,226(15) (128,879)(15) (128,649)(19)
Less:
Operating expenses......................................... 4,986,585 5,181,249 5,921,214
Interest expense........................................... 2,456,129 1,942,737 1,868,189
Depreciation............................................... 1,361,952 1,154,088 1,213,286
Net Income-GAAP Basis....................................... 5,526,347 4,399,104 3,435,066
Taxable Income (Loss):
-- from operations......................................... 3,451,813 3,856,378 3,268,674
-- from gain (loss) on sales............................... 0 (188,980) (144,260)
-- other................................................... 0 0 0
Cash generated from operations.............................. 5,089,776 5,499,073 4,682,499
Cash generated from sales................................... 1,546,019(13) 617,867(17) 200,000
Cash generated from refinancing............................. -- --
Cash generated from other................................... 31,457(16) 27,761(16) 30,787
Cash generated from operations, sales, refinancing and
other...................................................... 6,667,252 6,144,701 4,913,286
Less: Cash distribution to investors:
-- from operating cash flow(6)............................. 10,434,626 3,483,017 3,751,664
-- from sales and refinancing.............................. 0 0 0
Cash generated (deficiency) after cash distributions........ (3,767,490) 2,661,684 1,161,622
Less: Special items......................................... 0 0
Cash generated (deficiency) after cash distributions and
special items.............................................. (3,767,490) 2,661,684 1,161,622
Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)..................................... $ 71.77 $ 80.18 $ 67.95
Other...................................................... 0 0 (3.00)
Capital gain............................................... 0 (4.14) 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income....................................... 114.82 91.47 71.42
-- Return of capital....................................... 101.98 0 6.58
Source (on cash basis):
-- Sales................................................... 0 0
-- Refinancing............................................. 0 0
-- Operations.............................................. 216.80 72.42 78.00
Amount (in percentage terms) remaining invested in program
properties at the end of the last year reported in the
Table (original total acquisition cost of properties
retained divided by original total acquisition cost of
all properties in program)............................... 73.82% 73.16% 73.16%
</TABLE>

A-10
<PAGE> 136

TABLE III (8 OF 10)

OPERATING RESULTS OF PRIOR PROGRAMS

Table III includes information showing the start-up and operational phase of
Prior Programs, the offerings of which have been closed since December 31, 1979.
This Table is designed to provide the investor with information on the financial
operations of such Prior Programs. The results shown in this Table are in all
cases for years ended December 31. THE INFORMATION PRESENTED IN THIS TABLE
SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PROGRAMS. MORTGAGE FINANCING FOR THE CPA(R) PROGRAMS MAY
HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR INVESTMENT BY
SUCH PROGRAMS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY ALTER CERTAIN OF
THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CPA(R):8
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993
---------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues..................... $2,877,969 $11,744,379 $14,120,755 $14,396,115 $15,176,928 $18,060,581
Profit on sale of properties....... N/A N/A N/A 1,736(1) N/A N/A
Other.............................. N/A N/A N/A N/A (51,219)(2) 21,111
Extraordinary charge............... N/A N/A N/A N/A N/A N/A
Less:
Operating expenses................ 322,625 934,022 912,831 1,214,634 2,227,334 4,151,151
Interest expense.................. 939,460 4,871,609 6,917,234 7,095,848 6,943,303 6,737,293
Depreciation...................... 214,618 877,918 1,204,389 1,490,532 1,642,518 1,935,624
Minority Interest................. N/A N/A N/A N/A N/A N/A
Net Income-GAAP Basis.............. 1,401,266 5,060,830 5,086,301 4,596,837 4,312,554 5,257,624
Taxable Income (Loss):
-- from operations................ 1,043,085 3,268,042 2,910,667 2,819,692 3,009,471 5,060,536
-- from gain on sale..............
-- from other..................... 0 0 0 1,736(1) (17,110)(2) 0
-- from extraordinary charge...... 0 0 0 0 0 0
Cash generated from operations..... 1,697,043 5,752,461 6,303,966 6,285,116 6,321,159 8,376,844
Cash generated from sales.......... 0 0 0 7,991(1) 0 0
Cash generated from refinancing.... 0 0 0 0 0 0
Cash generated from other.......... 0 0 0 0 16,408(2) 253,858
Cash generated from operations,
sales, refinancing and other...... 1,697,043 5,752,461 6,303,966 6,293,107 6,337,567 8,630,702
Less: Cash distribution to
investors:
-- from operating cash flow(4).... 728,786 5,575,793 6,165,188 6,225,409 6,285,600 6,327,785
-- from sales and refinancing..... 0 0 0 0 0 0
Cash generated (deficiency) after
cash distributions................ 968,257 176,668 138,778 67,698 51,697 2,302,917
Less: Special items................ 0 0 0 0 0 0
Cash generated (deficiency) after
cash distributions and special
items............................. 968,257 176,668 138,778 67,698 51,697 2,302,917
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss).......... $ 16.97 $ 43.41 $ 38.67 $ 37.46 $ 39.98 $ 67.23
Other........................... 0 0 0 0.02(1) (0.23)(2) 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income............ 20.91 67.23 67.57 61.07 57.29 69.84
-- Return of capital............ 0 6.84 14.33 21.63 26.21 14.22
Source (on cash basis):
-- Sales........................ 0 0 0 0 0 0
-- Refinancing.................. 0 0 0 0 0 0
-- Operations................... 20.91 74.07 81.90 82.70 83.50 84.06
Amount (in percentage terms)
remaining invested in program
properties at the end of the last
year reported in the Table
(original total acquisition cost
of properties retained divided by
original total acquisition cost of
all properties in program)........ N/A N/A 100% 99.99% 99.99% 99.99%

<CAPTION>
CPA(R):8
-----------------------------------------------------------
1994 1995 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross Revenues..................... $18,804,769 $19,886,284 $16,207,400(5) $14,927,898
Profit on sale of properties....... N/A N/A 21,697(6) N/A
Other.............................. 83,736 (62,359)(4) 1,239,400(4) 738,979(7)
Extraordinary charge............... (120,000)(3) N/A N/A N/A
Less:
Operating expenses................ 4,445,083 3,774,470 1,242,655 1,918,771
Interest expense.................. 6,266,275 5,799,127 5,232,928 4,543,266
Depreciation...................... 1,997,946 1,912,503 1,539,737 1,325,929
Minority Interest................. N/A N/A N/A N/A
Net Income-GAAP Basis.............. 5,892,029 8,337,825 9,453,177 7,878,911
Taxable Income (Loss):
-- from operations................ 4,565,116 7,475,178 7,792,097 6,578,096
-- from gain on sale.............. 50,641 0
-- from other..................... 0 0 0 0
-- from extraordinary charge...... 0 0 0 0
Cash generated from operations..... 8,627,436 10,271,234 10,947,671 9,261,145
Cash generated from sales.......... 0 154,499 0
Cash generated from refinancing.... 0 0 0 0
Cash generated from other.......... 289,805 282,992(4) 161,795(4) 366,663
Cash generated from operations,
sales, refinancing and other...... 8,917,241 10,554,226 11,263,965 9,627,808
Less: Cash distribution to
investors:
-- from operating cash flow(4).... 6,357,899 6,413,927 6,549,558 7,357,886
-- from sales and refinancing..... 0 0 0 0
Cash generated (deficiency) after
cash distributions................ 2,559,342 4,140,299 4,714,407 2,269,922
Less: Special items................ 0 0 0 0
Cash generated (deficiency) after
cash distributions and special
items............................. 2,559,342 4,140,299 4,714,407 2,269,922
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss).......... $ 60.64 $ 99.55 $ 103.77 $ 87.60
Other........................... 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income............ 78.27 85.34 87.22 97.99
-- Return of capital............ 6.19 0 0 0
Source (on cash basis):
-- Sales........................ 0 0 0 0
-- Refinancing.................. 0 0 0 0
-- Operations................... 84.46 85.34 87.22 97.99
Amount (in percentage terms)
remaining invested in program
properties at the end of the last
year reported in the Table
(original total acquisition cost
of properties retained divided by
original total acquisition cost of
all properties in program)........ 97.69% 97.69% 97.25% 97.25%
</TABLE>

A-11
<PAGE> 137

TABLE III (9 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS
Table III includes information showing the start-up and operational phase of
Prior Programs, the offerings of which have been closed since December 31, 1979.
This Table is designed to provide the investor with information on the financial
operations of such Prior Programs. The results shown in this Table are in all
cases for years ended December 31. THE INFORMATION PRESENTED IN THIS TABLE
SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PROGRAMS. MORTGAGE FINANCING FOR THE CPA(R) PROGRAMS MAY
HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR INVESTMENT BY
SUCH PROGRAMS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY ALTER CERTAIN OF
THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CPA(R):9
------------------------------------------------------------------
1989 1990 1991 1992 1993
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Revenues.............. $2,543,943 $10,284,029 $12,514,907 $12,280,669 $12,216,612
Profit on sale of
properties................. N/A N/A 1,731(1) N/A N/A
Other....................... N/A N/A N/A N/A 658,052
Write-down of property......
Extraordinary charge........ N/A N/A N/A N/A N/A
Less:
Operating expenses......... 432,917 808,315 887,820 1,308,664 963,533
Interest expense........... 1,122,585 5,063,322 6,631,202 6,425,597 6,347,577
Depreciation............... 29,901 1,141,461 1,697,599 1,697,599 1,697,599
Minority Interest.......... N/A N/A N/A N/A N/A
Net Income-GAAP Basis....... 958,540 3,270,931 3,300,017 2,848,809 3,865,955
Taxable Income (Loss):
-- from operations......... 710,320 2,624,917 2,816,278 2,612,003 3,316,011
-- from gain on sale.......
-- from other.............. 0 0 1,731(1) 0 0
-- from extraordinary
charge.................... 0 0 0 0 0
Cash generated from
operations................. 1,784,343 3,895,420 5,662,385 5,211,896 5,906,190
Cash generated from sales... 0 0 1,897 0 522,878
Cash generated from
refinancing................ 0 0 0 0 0
Cash generated from other... 0 0 0 0 0
Cash generated from
operations, sales,
refinancing and other...... 1,784,343 3,895,420 5,664,282 5,211,896 6,429,068
Less: Cash distribution to
investors:
-- from operating cash
flow(4)................... 551,330 4,802,863 5,476,956 5,526,795 5,562,850
-- from sales and
refinancing............... 0 0 0 0 0
Cash generated (deficiency)
after cash distributions... 1,233,013 (907,443) 187,326 (314,899) 866,218
Less: Special items......... 0 0 0 0 0
Cash generated (deficiency)
after cash distributions
and special items.......... 1,233,013 (907,443) 187,326 (314,899) 866,218
Tax and Distribution Data
Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss).... $ 12.64 $ 39.38 $ 42.30 $ 39.24 $ 49.81
Capital gain..............
Other..................... 0 0 0.03(1) 0 0
Cash Distributions to
Investors:
Source (on GAAP basis):
-- Investment income...... 20.12 49.07 49.57 42.79 58.07
-- Return of capital...... 0 22.98 32.65 40.23 25.49
Source (on cash basis):

<CAPTION>
CPA(R):9 CPA(R):10
------------------------------------------------------- ---------------------------------------
1994 1995 1996 1997 1990 1991 1992
----------- ----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross Revenues.............. $11,612,360 $11,946,610 $12,074,578 $11,986,186 $1,783,676 $11,169,869 $15,889,968
Profit on sale of
properties................. N/A N/A 45,066(11) N/A N/A N/A N/A
Other....................... 669,020 (535,337)(6) 658,416(9) 687,423(9) N/A N/A N/A
Write-down of property...... N/A
Extraordinary charge........ (480,000)(4) N/A N/A N/A N/A (40,818)(2) N/A
Less:
Operating expenses......... 949,925 998,762 564,905 1,415,642 393,287 1,358,840 2,241,255
Interest expense........... 5,726,296 5,525,604 5,360,760 5,121,709 711,223 5,149,717 7,460,861
Depreciation............... 1,697,599 1,697,599 1,677,253 1,450,319 230,176 1,242,512 1,756,126
Minority Interest.......... N/A N/A N/A 0 72,594 492,191 570,880
Net Income-GAAP Basis....... 3,427,560 3,189,308 5,175,142 4,685,939 376,396 2,885,791 3,860,846
Taxable Income (Loss):
-- from operations......... 3,030,197 3,805,214 4,431,434 4,410,918 452,075 2,958,235 3,059,213
-- from gain on sale....... 106,024 (1,037,083)
-- from other.............. 0 0 0 0 0 0 0
-- from extraordinary
charge.................... 0 0 0 0 0 (40,818)(2) 0
Cash generated from
operations................. 5,807,477 5,921,560 6,162,302 6,568,323 496,208 4,881,135 6,071,495
Cash generated from sales... 0 0 324,126(11) 0 0 0 0
Cash generated from
refinancing................ 0 0 0 0 0 0 0
Cash generated from other... 484,044 463,274(7) 388,329(7) 350,364 0 0 0
Cash generated from
operations, sales,
refinancing and other...... 6,291,521 6,384,834 6,874,757 6,918,687 496,208 4,881,135 6,071,495
Less: Cash distribution to
investors:
-- from operating cash
flow(4)................... 5,589,709 5,616,322 5,643,736 6,779,152 0 4,266,821 5,860,479
-- from sales and
refinancing............... 0 0 0 0 0 0 0
Cash generated (deficiency)
after cash distributions... 701,812 768,512 1,231,021 139,535 496,208 614,314 211,016
Less: Special items......... 0 0 0 0 0 0 0
Cash generated (deficiency)
after cash distributions
and special items.......... 701,812 768,512 1,231,021 139,535 496,208 614,314 211,016
Tax and Distribution Data
Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss).... $ 45.51 $ 57.16 $ 66.56 $ 66.25 $ 9.38 $ 40.42 $ 42.39
Capital gain.............. 0 (15.58)
Other..................... 0 0 0 0 0 0.00 0
Cash Distributions to
Investors:
Source (on GAAP basis):
-- Investment income...... 51.48 47.90 77.73 70.38 0 45.13 53.49
-- Return of capital...... 32.48 36.45 7.04 31.44 0 21.60 27.71
Source (on cash basis):

<CAPTION>
CPA(R):10
-------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues.............. $16,128,694 $16,386,307 $16,131,750 $15,505,748 $14,665,622 14,462,401
Profit on sale of
properties................. N/A 1,177,284(5) N/A 1,051,823(13) (362,038)(14)(16) N/A
Other....................... 1,478,086 1,529,736 1,595,406(9) 1,718,797(9) 1,806,760(9) 1,908,256(9)
Write-down of property...... (7,519,431)(8) (1,753,139)(12) N/A N/A
Extraordinary charge........ N/A (253,902) 1,638,375(17)
Less:
Operating expenses......... 2,511,268 2,894,710 2,887,021 3,030,780 3,850,490(15) 3,719,149
Interest expense........... 8,082,223 8,151,222 8,310,440 7,911,209 3,277,006 6,130,144
Depreciation............... 1,944,589 1,945,769 1,967,631 2,007,557 6,467,266 2,043,223
Minority Interest.......... 587,472 599,839 (1,881,218) 583,283 2,023,890 636,617
Net Income-GAAP Basis....... 4,481,228 5,247,885 (1,076,149) 2,990,400 607,472 5,479,899
Taxable Income (Loss):
-- from operations......... 2,697,330 2,618,952 3,778,032 3,529,835 7,585,200 5,169,310
-- from gain on sale....... 129,811 6,100,391 0
-- from other.............. 0 823,905 0 0 0
-- from extraordinary
charge.................... 0 0 0 0 0 0
Cash generated from
operations................. 6,284,822 6,311,466 6,263,624 6,656,840 6,481,196 6,226,328
Cash generated from sales... 0 0 5,122,501(10) 7,781,582(13) 1,480,259(14) N/A
Cash generated from
refinancing................ 0 0 0 0 0 0
Cash generated from other... 0 0 0 0 0 0
Cash generated from
operations, sales,
refinancing and other...... 6,284,822 6,311,466 11,386,125 14,438,422 7,961,455 6,226,328
Less: Cash distribution to
investors:
-- from operating cash
flow(4)................... 5,916,386 5,950,669 5,975,481 5,981,514 5,294,000 5,231,589
-- from sales and
refinancing............... 0 0 0 0 0 0
Cash generated (deficiency)
after cash distributions... 368,436 360,797 5,410,644 8,456,908 2,667,455 994,739
Less: Special items......... 0 0 0 0 0 0
Cash generated (deficiency)
after cash distributions
and special items.......... 368,436 360,797 5,410,644 8,456,908 2,667,455 994,739
Tax and Distribution Data
Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss).... $ 37.37 $ 36.29 $ 52.35 $ 48.98 $ 84.65 $ 67.82
Capital gain.............. 1.80 0 0
Other..................... 0 11.42 0 0 0 0
Cash Distributions to
Investors:
Source (on GAAP basis):
-- Investment income...... 62.09 72.71 (14.93) 41.50 73.46 68.84
-- Return of capital...... 19.88 9.74 97.81 41.50 0 0
Source (on cash basis):
</TABLE>

A-12
<PAGE> 138
<TABLE>
<CAPTION>
CPA(R):9
------------------------------------------------------------------
1989 1990 1991 1992 1993
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
-- Sales.................. 0 0 0 0 0
-- Refinancing............ 0 0 0 0 0
-- Operations............. 20.12 72.05 82.22 83.02 83.56
Amount (in percentage terms)
remaining invested in
program properties at the
end of the last year
reported in the Table
(original total acquisition
cost of properties retained
divided by original total
acquisition cost of all
properties in program)..... N/A N/A 99.99% 99.99% 99.99%

A-13
<PAGE> 139

TABLE III (10 OF 10)
OPERATING RESULTS OF PRIOR PROGRAMS

Table III includes information showing the start-up and operational phase of
Prior Programs, the offerings of which have been closed since December 31, 1979.
This Table is designed to provide the investor with information on the financial
operations of such Prior Programs. The results shown in this Table are in all
cases for years ended December 31. THE INFORMATION PRESENTED IN THIS TABLE
SHOULD NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE
COMPANY. PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY
OWNERSHIP IN THE CPA(R) PROGRAMS. MORTGAGE FINANCING FOR THE CPA(R) PROGRAMS MAY
HEREAFTER OCCUR WHICH WOULD MAKE AVAILABLE ADDITIONAL FUNDS FOR INVESTMENT BY
SUCH PROGRAMS. ANY ADDITIONAL INVESTMENTS COULD SIGNIFICANTLY ALTER CERTAIN OF
THE INFORMATION PRESENTED IN THIS TABLE.
<TABLE>
<CAPTION>
CIP(R)
---------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues..................... $ 92,097 $5,306,275 $17,637,235 $25,958,329 $29,238,322 $32,546,638
Profit (loss) on sale of
properties........................ NA 1,535,763(2) 0 (7,630)(6)
Other.............................. 1,478,086 1,613,451 2,800,337(4) 3,633,869(4)(7)
Extraordinary charge............... NA NA (401,269)(3) (275,000)(3)
Write-down of property............. (1,753,455)
Less:
Operating expenses................ 207,640 1,638,870 3,456,274 4,490,683 5,654,751 6,022,323
Interest expense.................. 22,790 1,338,083 6,652,011 11,027,689 13,512,254 14,241,203
Depreciation...................... 9,799 312,609 1,018,886 1,514,114 2,493,366 2,968,173
Minority Interest................. 0 459,583 748,841 766,582
Net Income (Loss) -- GAAP Basis.... (148,132) 2,016,713 7,990,823 11,615,474 9,228,178 10,146,141
Taxable Income (Loss):
-- from gain on sale..............
-- from operations................ (148,132) 1,880,687 6,450,406 7,806,855 9,638,818 10,048,321
-- from other..................... 0 0 0 656,796
-- from extraordinary charge...... 0 0 0 0
Cash generated from operations..... 73,399 2,913,159 0 12,086,809 13,008,549 15,346,178
Cash generated from sales.......... 0 12,008,853 5,927,217(5) 2,044,260(6)
Cash generated from refinancing.... 0 160,000 --
Cash generated from other.......... 0 0 2,003,099(4) 835,243(7)
Cash generated from operations,
sales, refinancing and other...... 73,399 0 10,717,806 24,255,662 20,938,865 18,225,681
Less: Cash distribution to
investors:
-- from operating cash flow(1).... 2,915,819 8,122,156 11,358,858 11,452,669 12,488,221
-- from sales and refinancing..... 0 0 0 0
Cash generated (deficiency) after
cash distributions................ 73,399 (2,660) 2,595,650 12,896,804 9,486,196 5,737,460
Less: Special items................ 0 0 0 0
Cash generated (deficiency) after
cash distributions and special
items............................. 73,399 (2,660) 2,595,650 12,896,804 9,486,196 5,737,460
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)............ $ (84.90) $ 29.24 $ 52.14 $ 55.10 $ 68.09 $ 63.43
Capital Gain...................... 4.15
Other............................. 0 0 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............. 31.35 64.59 80.17 65.19 64.05
-- Return of capital.............. 13.98 1.06 0 15.71 14.79
Source (on cash basis):
-- Sales.......................... 0 0 0 0
-- Refinancing.................... 0 0 0 0
-- Operations..................... 45.33 65.65 80.17 80.90 78.84
Amount (in percentage terms)
remaining invested in program
properties at the end of the last
year reported in the Table
(original total acquisition cost
of properties retained divided by
original total acquisition cost of
all properties in program)........ N/A N/A N/A N/A N/A N/A

<CAPTION>
CIP(R)
-------------------------------
1997 1998
---- ----
<S> <C> <C>
Gross Revenues..................... $34,247,395 $35,043,910
Profit (loss) on sale of
properties........................ (343,963)(8)(10) N/A
Other.............................. 3,109,120(4) 3,264,738(11)
Extraordinary charge............... 427,448(9) 1,638,375(12)
Write-down of property............. N/A
Less:
Operating expenses................ 7,942,880 8,285,568
Interest expense.................. 14,202,295 13,542,952
Depreciation...................... 3,435,128 3,577,549
Minority Interest................. 773,317 809,309
Net Income (Loss) -- GAAP Basis.... 11,086,326 13,731,645
Taxable Income (Loss):
-- from gain on sale.............. 81,144 0
-- from operations................ 11,157,568 13,630,377
-- from other..................... 0 0
-- from extraordinary charge...... 0 0
Cash generated from operations..... 14,953,605 18,043,726
Cash generated from sales.......... 1,194,272(8) N/A
Cash generated from refinancing.... -- 0
Cash generated from other.......... -- 0
Cash generated from operations,
sales, refinancing and other...... 16,147,877 18,043,726
Less: Cash distribution to
investors:
-- from operating cash flow(1).... 13,681,539 14,957,641
-- from sales and refinancing..... 0 0
Cash generated (deficiency) after
cash distributions................ 2,466,338
Less: Special items................ 0
Cash generated (deficiency) after
cash distributions and special
items............................. 2,466,338 3,086,085
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)............ $ 64.87 $ 65.66
Capital Gain...................... .47 0
Other............................. 0 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............. 64.46 66.15
-- Return of capital.............. 15.09 5.91
Source (on cash basis):
-- Sales.......................... 0 0
-- Refinancing.................... 0 0
-- Operations..................... 79.55 72.05
Amount (in percentage terms)
remaining invested in program
properties at the end of the last
year reported in the Table
(original total acquisition cost
of properties retained divided by
original total acquisition cost of
all properties in program)........ N/A N/A

<CAPTION>
CPA(R):12
---------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues..................... $ 2,558 $465,327 $3,993,647 $11,433,627 $ 25,313,419 $34,563,142
Profit (loss) on sale of
properties........................ -- N/A
Other.............................. 554,571 1,322,990(11) 2,042,400(11) 2,086,993(11) 2,178,813
Extraordinary charge............... -- (379,246)(13)
Write-down of property............. -- N/A (4,281,421)(14)
Less:
Operating expenses................ 5,211 900,393 1,551,098 2,792,846 5,074,248 6,664,488
Interest expense.................. 147,256 1,260,189 3,525,774 6,499,865 8,557,890
Depreciation...................... 390,307 947,206 3,022,683 5,160,001
Minority Interest................. 0
Net Income (Loss) -- GAAP Basis.... (2,653) (27,751) 2,115,043 6,210,201 12,803,616 11,698,909
Taxable Income (Loss):
-- from gain on sale.............. -- 6,900 0
-- from operations................ (2,653) 390,164 2,375,613 5,670,787 15,389,092 15,794,247
-- from other..................... 0
-- from extraordinary charge...... --
Cash generated from operations..... 2,807 591,308 3,661,087 7,747,104 19,955,591 21,781,298
Cash generated from sales.......... 1,375,000(11) -- 138,960,203 N/A
Cash generated from refinancing.... 7,042,051
Cash generated from other.......... 0
Cash generated from operations,
sales, refinancing and other...... 2,807 591,308 5,036,087 7,747,104 158,915,794 28,823,349
Less: Cash distribution to
investors:
-- from operating cash flow(1).... 2,350,687 6,779,669 15,081,819 23,027,690
-- from sales and refinancing..... -- -- 0
Cash generated (deficiency) after
cash distributions................ 2,807 591,308 2,685,400 967,435 143,833,975
Less: Special items................ --
Cash generated (deficiency) after
cash distributions and special
items............................. 2,807 591,308 2,685,400 967,435 143,833,975 5,795,659
Tax and Distribution Data Per $1000
Invested
Federal Income Tax Results:
Ordinary income (loss)............ $ (.13) $ 14.36 $ 59.14 $ 54.71 $ 54.44 $ 55.25
Capital Gain...................... .02 0
Other............................. 0
Cash Distributions to Investors:
Source (on GAAP basis):
-- Investment income.............. $ 52.66 $ 59.91 $ 45.30 40.92
-- Return of capital.............. 5.87 5.49 8.06 39.63
Source (on cash basis):
-- Sales.......................... 0
-- Refinancing.................... 0
-- Operations..................... 58.53 65.40 53.36 80.55
Amount (in percentage terms)
remaining invested in program
properties at the end of the last
year reported in the Table
(original total acquisition cost
of properties retained divided by
original total acquisition cost of
all properties in program)........ N/A N/A N/A N/A N/A N/A
</TABLE>

A-14
<PAGE> 140

FOOTNOTES TO CPA(R):1

(1) Results from the sale of a one acre portion of the land which was a part of
the property net leased to Varo, Inc. The net proceeds from the sale of this
land were applied to repay a portion of the outstanding principal balance of
the mortgage loan to CPA(R):1 used to finance the acquisition of the
Property.

(2) Results from the sale of 11.37 acres of land which was a part of the
property net leased to the Gap Stores, Inc.

(3) Represents loss on disposition of the 2400 Industrial Lane Property as a
result of the transfer of the Partnership's interest in the Property.

(4) Represents write-down of the 2400 Industrial Lane Property.

(5) Results from the sale of properties net leased to Kobacker Stores, Inc.

(6) Result of refinancing mortgage loan on property leased to the Gap Inc.

(7) Results from the sale of the property net leased to Winn-Dixie Stores, Inc.

(8) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS, No. 95. In determining
Cash from Operations pursuant to the Statement of Cash Flows, the effects of
changes primarily in accrued liabilities, receivables and other assets are
taken into account but other items such as principal amortization of loans
are not included. Cash from operations pursuant to the Statement of Changes
in Financial Position includes the effect of loan amortization, but excludes
the effects of changes in accrued liabilities, receivables and other assets.

(9) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations in
prior years that has not previously been distributed.

FOOTNOTES TO CPA(R):2

(1) Results from the sale of 3,441 square feet of land net leased to G.D. Searle
& Co. and sale of the property net leased to General Refractories Company.

(2) Represents unamortized balance of deferred charges in connection with
refinancing of mortgage loans on properties leased to Heekin Can Inc., Paper
Corporation of America and Gibson Greeting Cards, Inc.

(3) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS No. 95. In determining
Cash from Operations pursuant to the Statement of Cash Flows, the effects of
changes primarily in accrued liabilities, receivables and other assets are
taken into account but other items such as principal amortization of loans
are not included. Cash from operations pursuant to the Statement of Changes
in Financial Position includes the effect of loan amortization, but excludes
the effects of changes in accrued liabilities, receivables and other assets.

(4) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations in
prior years that has not previously been distributed.

(5) Results from the sale of properties leased to Heekin Can, Inc.

(6) In connection with the sale of the Heekin properties, CPA(R):2 incurred an
extraordinary charge upon paying off the related mortgage loan.

(7) Results from the sale of property in Hammond, Louisiana leased to G.D.
Searle and Company.

(8) Represents write-down of the Moorestown, N.J. property.

(9) Represents write-down of the Reno, Nevada property.

FOOTNOTES TO CPA(R):3

(1) Results from the sale of properties net leased to Commodities Corporation
and Knudsen Corporation.

(2) Represents unamortized balance of deferred charges in connection with
refinancing of mortgage loan on property net leased to Gibson Greeting
Cards, Inc. and pay-off of mortgage loan on property net leased to The
Leslie Fay Company.

(3) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS. No. 95. In
determining Cash from Operations pursuant to the Statement of Cash Flows,
the effects of changes primarily in accrued liabilities, receivables and
other assets are taken into account but other items such as principal
amortization of loans are not included. Cash from operations pursuant to
the Statement of Changes in Financial Position includes the effect of loan
amortization, but excludes the effects of changes in accrued liabilities,
receivables and other assets.

(4) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations
in prior years that has not previously been distributed.

A-15
<PAGE> 141

(5) Represents deposit received from Leslie Fay Co. in the amount of $8,533,614
for partial payment due under a purchase option for property it leases in
Wilkes Barre, Pennsylvania. $3,333,333 of this amount was distributed to
partners in July 1992.

(6) Represents write-down of the Moorestown, N.J. property.

(7) Represents write-down of the Reno, Nevada property.

(8) Represents write-down of the Leslie Fay property to net sales proceeds.

(9) Results of settlement with Leslie Fay.

(10) Represents sales proceeds of property in Wilkes Barre, Pennsylvania.

FOOTNOTES TO CPA(R):4

(1) Results from the sale of properties net leased to Knudsen Corporation.

(2) Represents writedown of Beaumont, Texas property, formerly net leased to
Gulf Consolidated Services, Inc.

(3) Represents gain on restructuring of debt on Beaumont, Texas property
formerly net leased to Gulf Consolidated Services, Inc.

(4) Represents prepayment charge resulting from refinancing of the original
loan for property net leased to Simplicity Manufacturing, Inc.

(5) Represents prepayment charge resulting from refinancing of the original
loan for property net leased to Brodart Co.

(6) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS No. 95. In determining
Cash from Operations pursuant to the Statement of Cash Flows, the effects
of changes primarily in accrued liabilities, receivables and other assets
are taken into account, but other items such as principal amortization of
loans are not included. Cash from operations pursuant to the Statement of
Changes in Financial Position includes the effect of loan amortization, but
excludes the effects of changes in accrued liabilities, receivables and
other assets.

(7) Represents acquisition of hotel operations for a property formerly leased
to Integra-A Hotel and Restaurant Company.

(8) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations
in prior years that has not previously been distributed.

(9) Represents extinguishment of debt on the property located in Beaumont,
Texas.

(10) Results from sale of property net leased to Genesco, Inc.

(11) Includes equity income and net hotel operating results for 1996.

(12) Results from the exchange of a hotel property in Kenney, Louisiana for an
investment in American General Hospitality Operating Partnership L.P.

(13) Represents writedown of the property net leased to Simplicity
Manufacturing, Inc.

(14) Represents equity income for 1997.

FOOTNOTES TO CPA(R):5

(1) Represents sale of Buffalo, New York property formerly net leased to
Williams Hand Tool, Inc.

(2) Represents exchange of property net leased to Industrial General
Corporation.

(3) Represents prepayment charge resulting from refinancing of the original
loan for property net leased to Pace Membership Warehouse, Inc.

(4) Represents write-down of Buffalo, New York property formerly net leased to
Williams Hand Tool, Inc.

(5) Represents acquisition of hotel operations for properties formerly leased
to subsidiaries of Landmark Hotel Corporation.

(6) Results from the sale of a 3.0815 acre parcel of land which was a portion
of the property net leased to Industrial General Corporation.

(7) Represents write-down of Columbus, Georgia property leased to Williams Hand
Tool, Inc.

(8) Represents a gain on release of mortgage escrow funds and related interest
income earned in the escrow reserve accounts for the hotel properties
located in Alpena and Petoskey, Michigan.

(9) Represents disposition of Columbus, Georgia property formerly leased to
Williams Hand Tool, Inc. and sale of a parcel of land in Elyria, Ohio
formerly leased to Industrial General Corporation.

(10) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS No. 95. In determining
Cash from Operations pursuant to the Statement of Cash Flows, the effects
of changes primarily in accrued liabilities, receivables and other assets
are taken into account but other items such as principal amortization of
loans are not included. Cash from operations pursuant to the Statement of
Changes in Financial

A-16
<PAGE> 142

Position includes the effect of loan amortization, but excludes the effects
of changes in accrued liabilities, receivables and other assets.

(11) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations
in prior years that has not previously been distributed.

(12) Results from the settlement and lease termination agreement for the hotel
properties in Michigan.

(13) Represents write-down of the preferred stock investment and the estimated
residual value of the South Boston and Kenbridge, Virginia properties.

(14) Results from sale of the Tampa, Florida and the Forrest City, Arkansas
properties.

(15) Represents the extinguishment of debt on the Tampa, Florida property and
properties located in Gordonsville, Virginia and North Bergen, NJ.

(16) Results from sale of properties in Bold Knob, Arkansas, Ballville, Ohio,
Newburyport, Massachusetts, Gardensville, Virginia and North Bergen, New
Jersey.

(17) Represents the writedown of hotel property in Rapid City, South Dakota and
the property on Elepia, Ohio; and writing off the note receivable and
preferred stock of Rochester Butten Company.

(18) Represents sale of property in Hodgkins, Illinois leased to GATX Logistics,
Inc., property in Helena, Montana and a hotel property in Rapid City, South
Dakota.

(19) Represents write-down of hotel property in Rapid City, South Dakota. A
special distribution of $792,400 was declared and paid in January 1997.

(20) Results from foreclosure on the properties net leased to Arley Merchandise
Corporation.

(21) Represents writedown of properties net leased to Arley Merchandise
Corporation.

FOOTNOTES TO CPA(R):6

(1) Represents acquisition of hotel operations for properties formerly leased to
subsidiaries of Landmark Hotel Corporation.

(2) Represents unamortized balance of deferred charges in connection with the
refinancing of the mortgage loan secured by a property leased to Martin
Marrietta Corporation.

(3) Represents acquisition of hotel operations for property formerly leased to
Integra-A Hotel and Restaurant Company.

(4) For the years up to and including 1985, the figures for cash generated from
operations were derived from the Statements of Changes in Financial
Position, whereas for the years after 1985, the figures were derived from
the Statements of Cash Flows in accordance with SFAS No. 95. In determining
Cash from Operations pursuant to the Statement of Cash Flows, the effects of
changes primarily in accrued liabilities, receivables and other assets are
taken into account, but other items such as principal amortization of loans
are not included. Cash from operations pursuant to the Statement of Changes
in Financial Position includes the effect of loan amortization, but excludes
the effects of changes in accrued liabilities, receivables and other assets.

(5) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations in
prior years that has not previously been distributed.

(6) Represents gain on restructuring of debt on the property leased to Anthony's
Manufacturing Company, Inc.

(7) Result from the sale of two properties leased to Autozone, Inc.

FOOTNOTES TO CPA(R):7

(1) Results from the sale of approximately 10 acres of land which was a portion
of the property net leased to Emb-Tex Corporation.

(2) Represents write-down of 10 properties formerly net leased to Yellow Front
Stores, Inc.

(3) Represents the gain on the sale of securities of Mid-Continent Bottlers,
Inc. and income from equity investments.

(4) Results of the sale of .22 acres of land formerly part of a property
located in Scottsdale, Arizona. See Table V.

(5) Represents acquisition of hotel operations for property formerly leased to
Integra-A Hotel and Restaurant Company.

(6)To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations in
prior years that has not previously been distributed.

(7) Includes $200,364 of distributions paid to the Corporate General Partner
attributable to 1991.

(8) Results from sale of properties located in Travelers Rest, South Carolina
and Phoenix, Arizona.

A-17
<PAGE> 143

(9) Represents write-down of the Jupiter and Plant City, Florida properties.

(10) Results from sale of properties leased to Mid-Continent, Bottlers, Inc.

(11) Represents write-down of properties located in Fredricksburg, Virginia and
Jefferson, Georgia.

(12) Represents an extraordinary gain upon extinguishment of the Yellow Front
Stores, Inc. loan.

(13) Result of sale of the Jupiter, Florida Property.

(14) Represents writedown of Monte Vista, Colorado property.

(15) Represents earnings from discontinued operations and loss from equity
investments.

(16) Represents cash distributed from equity investments.

(17) Result of sale of property in Denham Springs, Louisiana leased to AutoZone,
Inc. and a property in Monte Vista, Colorado formerly leased to Yellow
Front Stores, Inc.

(18) Represents writedown on properties net leased to Swiss M-Tex, L.P.

(19) Represents equity income for 1997.

FOOTNOTES TO CPA(R):8

(1) Results from the sale of a parcel of land which was a portion of the
property net leased to Furon Company.

(2) Represents acquisition of hotel operations for property formerly leased to
Integra-A Hotel and Restaurant Company.

(3) Results from the refinancing of property leased to Detroit Diesel
Corporation.

(4) Includes of equity income for 1993, 1994, 1995 and 1996 income (loss) and
hotel operating results for 1996.

(5) Results from the exchange of a hotel property in Kennes, Louisiana for an
investment in American General Hospitality Operating Partnership L.P.

(6) Results from the sale of two properties leased to Furon Company.

(7) Represents equity income for 1997.

FOOTNOTES TO CPA(R):9 & CPA(R):10

(1) Results from the sale of a parcel of land which was a portion of the
property net leased to Furon Company.

(2) Represents loan prepayment charge resulting from refinancing of loan
secured by property located in Denton, Texas leased to K mart Corporation.

(3) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations
in prior years that has not previously been distributed.

(4) Results from the refinancing of property leased to Detroit Diesel
Corporation.

(5) Results from sale of properties leased to Data Documents Inc. and the Pace
Membership Warehouse, Inc.

(6) Represents write-off of investment in Limited Partnership and income from
Equity investments.

(7) Represents cash distributions from Equity investments in excess of income.

(8) Represents write-down of the Stamford, Connecticut property.

(9) Results of Equity investments for 1993, 1994, 1995, 1996, 1997 and 1998.

(10) Results of sale of Data Documents property.

(11) Results from the sale of two properties leased to Furon Company.

(12) Represents write-down of the Harvest Foods, Inc. properties.

(13) Results from the sale of properties leased to Safeway Stores Incorporated,
Empire of America Realty Credit Corp. and Best Buy Co., Inc.

(14) Results from the sale of Enviro Works, Inc. securities, and the sale of
properties formerly leased to Harvest Foods, Inc.

(15) Results from the transfer of CPA:10's general partnership interest in Hope
Street Connecticut to CPA:9 and the extinguishment of debt on a first
priority mortgage loan on properties formerly leased to Harvest Foods, Inc.

(16) Results include subordinated disposition fees.

(17) Results from the satisfaction of a subordinated mortgage note.

NOTES TO CPA(R):10

(1) CPA(R):10 made quarterly distributions in the following amounts per $1,000
invested on the dates specified: January, 1999 -- $17.69 and April,
1999 -- $17.71.

A-18
<PAGE> 144

FOOTNOTES TO CIP(R) & CPA(R):12

(1) To the extent "cash distribution to investors from operating cash flow"
exceeds "cash generated from operations" in any given year, such excess
represents the distribution of cash generated from partnership operations
in prior years that has not previously been distributed.

(2) Results from sale of property leased to Data Documents, Inc.

(3) Result of refinancing mortgage loans on property leased to TBWA Chait/Day.

(4) Results of Equity Investments for 1993, 1994, 1995 and 1996 income (loss)
and cash distributed.

(5) Results of Sale of Data Documents property.

(6) Loss on sale of properties based to Safeway Stores, Incorporated.

(7) Gain on sale of 22,500 Garden Ridge Corporation common stock warrants.

(8) Results of sale of properties formerly leased to Harvest Foods, Inc.

(9) Gain on the extinguishment of debt on a first priority mortgage loan on
properties formerly leased to Harvest Foods, Inc.

(10) Results include subordinated disposition fees.

(11) Results of equity investments income (loss) and cash distributed.

(12) Results from the satisfaction of a subordinated mortgage note.

(13) Results from the prepayment of mortgage debt on the Etec Systems, Inc.
properties.

(14) Represents writedown of Lanxide Corporation property.

NOTES TO CIP(R) & CPA(R):12

(1) CIP(R) made quarterly distributions in the following amounts per $1,000
invested on the dates specified: January, 1999 -- $20.68; and April,
1999 -- $20.70.

(2) CPA(R):12 made quarterly distributions in the following amounts per $1,000
invested on the dates specified: January, 1999 -- $20.68 and April,
1999 -- $20.33.

A-19
<PAGE> 145

TABLE IV
RESULTS OF COMPLETED PROGRAMS

Table IV provides information on Prior Programs that have completed
operations since January 1, 1993. THE INFORMATION PRESENTED IN THIS TABLE SHOULD
NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE COMPANY.
<TABLE>
<CAPTION>
CPA(R):1 CPA(R):2 CPA(R):3 CPA(R):4 CPA(R):5 CPA(R):6 CPA(R):7
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Dollar Amount Raised......... $20,000,000 $27,500,000 $33,000,000 $42,784,000 $56,600,000 $47,930,000 $45,274,000
Number of Properties
Purchased.................. 24 19 17 12 36 54 53
Date of Closing of
Offering................... 9/30/79 9/23/80 5/13/82 6/16/83 3/31/84 2/13/85 9/17/87
Date of First Sale of
Property................... 6/6/89 7/15/86 10/22/86 10/22/86 12/31/87 4/28/95 12/3/93
Date of Final Sale of
Property(1)................ 1/1/98 1/1/98 1/1/98 1/1/98 1/1/98 1/1/98 1/1/98
Tax and Distribution Data per
$1000 Investment Through
Federal Income Tax Results:
Ordinary income (loss)... $ 547.51 $ 1,044.25 $ 1,844.85 $ 678.36 $ 300.55 $ 649.69 $ 629.58
-- from operations..... 0.00 0.00 0.00 (0.33) 0.00 0.00 0.00
Capital Gain (loss)...... $ 11.34 $ 858.72 $ 105.88 $ 109.97 $ 354.66 $ 0.00 $ 291.18
-- Other............... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 43.48 $ 0.54 $ 21.14
Cash Distributions to
Investors
Source (on Gaap basis)
-- Investment Income..... 765.68 2,069.50 2,115.01 1,405.10 928.11 1,017.83 636.60
-- Return of Capital..... 1,517.49 1,524.35 1,832.07 1,591.09 1,136.70 1,509.79 1,441.83
Source (on Cash basis)
-- Sales................. 1,051.80 1,818.20 1,677.00 1,358.60 734.80 1,380.60 1,107.80
-- Refinancing........... 0.00 0.00 0.00 0.00 0.00 0.00 10.46
-- Operations............ 1,231.37 1,775.65 100.00 1,542.63 1,330.01 1,147.02 941.13
-- Other................. 0.00 0.00 1,935.48 0.00 0.00 0.00 0.00

<CAPTION>
CPA(R):8 CPA(R):9
----------- -----------
<S> <C> <C>
Dollar Amount Raised......... $67,749,000 $59,990,000
Number of Properties
Purchased.................. 47 33
Date of Closing of
Offering................... 6/30/89 4/30/91
Date of First Sale of
Property................... 4/15/94 9/5/96
Date of Final Sale of
Property(1)................ 1/1/98 1/1/98
Tax and Distribution Data per
$1000 Investment Through
Federal Income Tax Results:
Ordinary income (loss)... $ 595.28 $ 418.85
-- from operations..... 0.00 0.00
Capital Gain (loss)...... $ 0.00 $ (15.58)
-- Other............... $ (0.21) $ 0.03
Cash Distributions to
Investors
Source (on Gaap basis)
-- Investment Income..... 692.73 467.11
-- Return of Capital..... 1,480.42 1,281.36
Source (on Cash basis)
-- Sales................. 1,391.00 1,052.60
-- Refinancing........... 0.00 0.00
-- Operations............ 782.15 695.89
-- Other................. 0.00 0.00
</TABLE>

FOOTNOTES

(1) Date of exchange of Partnership units for listed shares of Carey Diversified
LLC.

A-20
<PAGE> 146

TABLE V
SALES OR DISPOSITIONS OF PROPERTIES AS OF DECEMBER 31, 1997

Table V provides information on the sales and dispositions of property held
by Prior Programs since January 1, 1994. THE INFORMATION IN THIS TABLE SHOULD
NOT BE CONSIDERED AS INDICATIVE OF THE POSSIBLE PERFORMANCE OF THE COMPANY.
PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS WILL NOT HAVE ANY OWNERSHIP
IN THE CPA(R) PARTNERSHIPS.
<TABLE>
<CAPTION>

SELLING PRICE NET OF CLOSING COSTS AND GAAP ADJUSTMENTS
---------------------------------------------------------------------
PURCHASE
CASH MONEY ADJUSTMENTS
RECEIVED MORTGAGE MORTGAGE RESULTING TOTAL
NET OF BALANCE TAKEN FROM PROCEEDS
DATE DATE OF CLOSING AT TIME BACK BY APPLICATION RECEIVED
PROPERTY ACQUIRED SALE COSTS OF SALE PROGRAM OF GAAP FROM SALE
-------- -------- ------- -------- -------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
G.D. Searle and
Co.(1)............. 5/15/80 1/4/94 $ 124,615 $ 0 0 None $ 124,615
Plant City,
Florida(2)......... 3/31/89 4/15/94 1,200,000 0 0 None 1,200,000
Jefferson,
Georgia(3)......... 3/31/89 8/5/94 844,778 0 0 None 844,778
Mid Continental
Bottlers,
Inc.(4)............ 12/31/86 10/14/94 13,904,680 3,895,320 0 None 17,800,000
Pace Membership
Warehouse,
Inc.(5)............ 8/12/86 11/10/94 3,639,563 3,290,437 0 None 6,930,000
Pace Membership
Warehouse,
Inc.(6)............ 12/23/92 11/10/94 3,466,100 3,500,000 0 None 6,966,100
Data Documents,
Inc.(7)............ 3/18/93 11/28/94 7,710,740 7,721,000 0 None 15,431,740
Industrial General
Corporation(8)..... 8/30/85 12/30/94 4,062 645,938 0 None 650,000
Industrial General
Corporation(12).... 8/30/85 9/14/95 466,961 2,920,401 0 None 3,387,362
Liberty Fabrics of
New York(13)....... 1/3/84 12/3/95 5,509,000 3,850,000 0 None 9,359,000
Genesco, Inc.(14)... 6/2/83 6/30/95 9,477,492 5,722,508 0 None 15,200,000
Jupiter,
Florida(15)........ 12/11/86 12/20/95 1,546,020 2,602,883 0 None 4,148,903
Leslie Fay
Company(16)........ 4/30/82 1/10/96 14,053,816 0 0 None 14,053,816
Helena,
Montana(17)........ 5/1/85 1/19/96 1,741,261 2,866,324 0 None 4,607,585
Autozone,
Inc.(18)........... 5/2/86 1/26/96 0 627,106 0 None 627,106
Safeway Stores,
Inc.(19)........... 12/19/91 1/26/96 4,649,270 0 0 None 4,649,270
& 2/15/96
Autozone,
Inc.(20)........... 8/24/87 2/12/96 431,779 0 0 None 431,779
Monte Vista,
Colorado(21)....... 1/29/88 2/14/96 186,090 0 0 None 186,090
Empire of America
Credit Corp.(22)... 6/28/91 3/15/96 3,583,013 4,442,872 0 None 8,025,885
GATX Logistics,
Inc.(23)........... 6/7/86 4/9/96 9,428,270 3,208,526 0 None 12,636,796
Best Buy Co.
Inc.(24)........... 10/16/92 5/16/96 1,593,559 1,509,371 0 None 3,102,930
Furon Company(25)... 1/29/90 9/9/96 478,626 892,180 0 None 1,370,806
Rapid City, South
Dakota(26)......... 4/24/85 10/1/96 (290,728) 4,505,000 0 None 4,214,272
Kobacker Stores,
Inc.(27)........... 1/17/79 10/17/96 216,451 139,507 0 None 355,958
Winn-Dixie Stores,
Inc.(28)........... 12/28/79 8/11/97 1,042,200 0 0 None 1,042,200
Harvest Foods,
Inc.(29)........... 2/21/92 9/3/97 2,388,544 0 0 None 2,388,544
& 9/30/97
Arley Merchandise
Corporation(30).... 7/13/84 11/17/97 0 4,754,940 0 None 4,754,940
Swiss M-Tex,
L.P.(31)........... 8/26/87 11/26/97 200,000 0 0 None 200,000
----------- ----------- ------------
$87,596,162 $57,094,313 0 -- $144,690,475
=========== =========== ============

<CAPTION>
COST OF PROPERTIES INCLUDING
CLOSING AND SOFT COSTS(11)
------------------------------------------
TOTAL
ACQUISITION EXCESS
COST, (DEFICIENCY)
CAPITAL OF OPERATING
ORIGINAL ORIGINAL IMPROVEMENT, RECEIPTS OVER
EQUITY MORTGAGE CLOSING AND CASH
PROPERTY INVESTMENT FINANCING SOFT COSTS EXPENDITURES(9)
-------- ---------- --------- ------------ ---------------
<S> <C> <C> <C> <C>
G.D. Searle and
Co.(1)............. $ 218,038 $ 0 $ 218,038 $ 249,998
Plant City,
Florida(2)......... 934,075 1,370,064 2,304,139 964,989
Jefferson,
Georgia(3)......... 893,466 1,310,496 2,203,962 855,611
Mid Continental
Bottlers,
Inc.(4)............ 4,945,126 5,040,000 9,985,126 10,004,008
Pace Membership
Warehouse,
Inc.(5)............ 2,433,500 3,400,000 5,833,500 2,485,104
Pace Membership
Warehouse,
Inc.(6)............ 3,149,314 3,500,000 6,649,314 439,632
Data Documents,
Inc.(7)............ 5,455,634 8,000,000 13,455,634 941,446
Industrial General
Corporation(8)..... 759,902 777,352 1,537,254 1,143,549
Industrial General
Corporation(12).... 3,055,324 3,124,940 6,180,264 4,596,363
Liberty Fabrics of
New York(13)....... 2,500,000 4,500,000 7,000,000 6,139,226
Genesco, Inc.(14)... 5,102,128 6,600,000 11,702,128 12,865,450
Jupiter,
Florida(15)........ 2,766,322 4,000,000 7,855,572 1,207,991
Leslie Fay
Company(16)........ 4,000,000 5,400,000 9,400,000 17,810,804
Helena,
Montana(17)........ 4,012,908 2,937,500 6,950,408 4,923,483
Autozone,
Inc.(18)........... 242,508 280,136 522,644 254,234
Safeway Stores,
Inc.(19)........... 5,541,790 0 5,541,790 1,852,277
Autozone,
Inc.(20)........... 357,050 0 357,050 303,583
Monte Vista,
Colorado(21)....... 259,422 358,869 618,291 96,429
Empire of America
Credit Corp.(22)... 2,830,000 4,500,000 7,463,792 1,571,108
GATX Logistics,
Inc.(23)........... 8,780,378 3,500,000 12,280,378 16,661,862
Best Buy Co.
Inc.(24)........... 835,000 1,600,000 2,538,839 520,071
Furon Company(25)... 618,777 932,240 1,551,017 416,119
Rapid City, South
Dakota(26)......... 3,100,000 6,800,000 10,515,701 3,470,494
Kobacker Stores,
Inc.(27)........... 166,882 211,949 378,831 209,139
Winn-Dixie Stores,
Inc.(28)........... 1,101,904 0 1,101,904 1,708,409
Harvest Foods,
Inc.(29)........... 1,026,210 1,593,224 2,619,434 509,403
Arley Merchandise
Corporation(30).... 2,808,555 5,000,000 7,808,555 3,241,515
Swiss M-Tex,
L.P.(31)........... 215,852 277,524 493,510 --(10)
----------- ----------- ------------ -----------
$68,110,065 $75,014,294 $145,067,075 $95,442,297
=========== =========== ============ ===========
</TABLE>

A-21
<PAGE> 147

FOOTNOTES

(1) On May 15, 1980, CPA(R):2 purchased an improved property and net leased it
to G.D. Searle and Co. On January 4, 1994 the property was sold for
$124,615, net of closing costs representing a loss of $93,423 over the
$218,038 cost basis of the property.

(2) On March 31, 1989 CPA(R):7 and CPA(R):8 purchased six improved properties
and net leased them to NV Ryan L.P. with 37.037% and 62.963%, respectively.
On April 15, 1994 the Plant City, Florida property was sold for $1,200,000
representing a loss of $1,104,139 over the $2,304,139 cost basis of the
property.

(3) On August 5, 1994 the Jefferson, Georgia property which was formerly leased
to NV Ryan L.P. by CPA(R):7 and CPA(R):8 was sold for $844,778, net of
closing costs representing a loss of $1,359,184 over the $2,203,962 cost
basis of the property.

(4) On December 31, 1986, CPA(R):7 purchased eight improved properties and net
leased them to Mid-Continent Bottlers, Inc. and subsequently transferred
the interest in one property to another tenant. On October 14, 1994, the
remaining seven properties were sold for $17,800,000 representing a gain of
$7,814,874 over the $9,985,126 cost basis of the property.

(5) On August 12, 1986, CPA(R):5 purchased an improved property which was
subsequently leased to Pace Membership Warehouse, Inc. On November 10,
1994, the property was sold for $6,930,000 net of closing costs
representing a gain of $1,096,500 over the $5,833,500 cost basis of the
property.

(6) On December 23, 1992, CPA(R)10 purchased an improved property and net
leased it to Pace Membership Warehouse, Inc. On November 10, 1994, the
property was sold for $6,966,100 net of closing costs, representing a gain
of $316,786 over the $6,649,314 cost basis of the property.

(7) On March 18, 1993 CPA(R):10 and CIP(R) purchased five improved properties
and net leased them to Data Documents, Inc. with 22.22% and 77.78%
interests, respectively. On November 28, 1994, the properties were sold for
$15,431,740 net of closing costs representing a gain of $1,976,706 over the
$13,455,034 cost basis of the property.

(8) On August 30, 1985, CPA(R):5 purchased seven improved properties and net
leased them to Industrial General Corporation. On December 30, 1994, the
Forrest City, Arkansas property was sold for $650,000 net of closing costs,
representing a loss of $887,254 over the $1,537,254 cost basis of the
property.

(9) Operating receipts include rental income from the properties as well as
certain receipts from the settlement of bankruptcy claims, where
applicable. The net excess (deficiency) presented is for the entire period
the property was owned by the applicable Partnership. No amounts are
presented for partial land sales since such amounts are negligible.

(10) The property sold represented only a portion of the property owned by the
partnership and no receipts or expenses have been separately allocated.

(11) The term "soft costs" refers to miscellaneous closing costs such as
accounting fees, legal fees, title insurance costs and survey costs.

(12) On August 30, 1985, CPA(R):5 purchased seven properties and net leased
them to Industrial General Corporation. On September 14, 1995, the Bald
Knob, Belville and Newbury port properties were sold for $3,387,362 net of
closing cost, representing a loss of $2,792,902 over the $6,180,264 cost
basis of the property.

(13) On January 3, 1984, CPA(R):5 purchased properties in Gardensville,
Virginia and in North Bergen, New Jersey and leased them to Liberty
Fabrics. On December 31, 1995, CPA recognized a gain on sale of $2,359,000
in connection with the sale.

(14) On June 2, 1983 CPA(R):4 purchased a property in Allentown, Pennsylvania
and leased it to Genesco, Inc. On June 30, 1995 the property was sold for
$15,200,000 net of closing costs representing a gain of $3,497,872 over
the $11,702,128 costs basis of the property.

A-22
<PAGE> 148

(15) On December 11, 1986 CPA(R):7 purchased a food service facility. On
December 20, 1995 the facility and operations were sold for $4,148,903
representing a loss of $3,706,669 over the $7,855,572 cost basis of the
property.

(16) On April 30, 1993, CPA(R):3 purchased a warehouse property in
Wilkes-Barre, Pennsylvania and leased it to the Leslie Fay Company. On
January 10, 1996 CPA(R):3 sold the property recognizing a gain of
$4,653,816 over the cost basis of the property. Cash received net of
closing cost of $14,303,816, included two lump sum payments of $7,200,000
and $5,000,000 from Leslie Fay in connection with settlement agreement
regarding a purchase option which did not ultimately result in the sale of
the property to Leslie Fay. A third purchased the property for $1,853,816,
net of selling costs.

(17) On May 1, 1985, CPA(R):5 purchased an office building in Helena, Montana
and was assigned an existing net lease with IBM Corporation which
subsequently reduced its occupancy from 100% to 40% leasable space.
CPA(R):5 subsequently leased the remaining space to various other tenants.
On January 19, 1996 CPA(R):5 recognized a loss of $2,342,023 over cost
basis of the property.

(18) On May 2, 1986 CPA(R):6 purchased property in Dalton, Georgia and
Birmingham, Alabama and leased them to Autozone, Inc. On January 26, 1996
and April 26, 1996 the properties were sold for $627,106 net of selling
cost. CPA(R):6 recognized gains on sales over the cost basis of the
properties of $104,462 in connection with sales.

(19) On December 19, 1991, CPA(R):10 and CIP(R) purchased three supermarkets
subject to existing net leases with Safeway Stores, Inc. as
tenants-in-common, each with 50% ownership interests. On January 26, 1996
and February 15, 1996 CPA(R):10 and CIP(R) sold the Glendale, Arizona and
Escondido, California properties, respectively. CPA(R):10 and CIP(R)
recognized a net loss on both sales of $892,250 over the cost basis of the
properties.

(20) On August 28, 1987, CPA(R):7 purchased seven improved properties and net
leased them to Autozone, Inc. On February 12, 1996 the Denham Spring,
Louisiana property and was sold for $431,779 representing a gain of
$74,729 over the $357,050 cost basis of the property.

(21) On January 29, 1988 CPA(R):7 purchased 10 improved properties and net
leased them to Yellow Front Stores, Inc. The Yellow Front lease was
ultimately terminated and the property was released. On February 14, 1996
the Monte Vista, Colorado property was sold for $186,090, net of closings
costs representing a loss of $432,201 over the $618,291 cost basis of the
property.

(22) On June 28, 1991, CPA(R):10 purchased an office building occupied by
Empire of America Realty Credit Corp. ("Empire") for $7,330,000 of which
$4,500,000 was financed by a mortgage loan. On March 15, 1996, CPA(R):10
accepted Empire's purchase offer of $8,500,000 and recognized a net gain
on sale of $562,093 over the original cost of the property.

(23) On June 7, 1985, CPA(R):5 purchased a warehouse property in Hodgkins,
Illinois which was net leased to General Motors Corporation. In November
1993, the General Motors Corporation lease terminated and CPA(R):5 entered
into a new lease with GATX Logistics, Inc. On April 4, 1996, CPA(R):5
recognized a gain on sale of $356,418 over the cost basis of the property.

(24) On October 16, 1992, CPA(R):10 purchased land and a retail store for
$2,435,000 subject to an existing net lease with Sports Town, Inc. Best
Buy Co., Inc. subsequently assumed the lease. CPA(R):10 obtained a
$1,600,000 mortgage loan for this property in September 1993. On May 16,
1996, CPA(R):10 sold the retail store for $3,250,000 and recognized a gain
of $564,091 over the original cost basis of the property.

(25) On January 29, 1990 CPA(R):8 and CPA(R):9 purchased nine properties as
tenants-in-common and leased them to the Furon Company. On September 9,
1996, two properties were sold in Liverpool, Pennsylvania and the other in
Twinsburg, Ohio, CPA(R):8 and 9 recognized a loss of $189,211 over the
cost basis of the two properties.

(26) On April 24, 1985, CPA(R):5 purchased a hotel in Rapid City, South Dakota
which it operated as a Holiday Inn. On October 1, 1996, the hotel property
and its operations were sold for $4,105,000. CPA(R):5 recognized a loss of
$6,301,429 over the cost basis of the property. The mortgage balance

A-23
<PAGE> 149

at the time of sale of $6,800,000 is presented net of sinking fund
reserves of $2,295,000 which were applied as principal payments at the
time of sale. The net cash received on sale was $290,728 less than the
amount necessary to pay the remaining mortgage principal balance.

(27) On January 17, 1979, CPA(R):1 purchased fifteen properties located in
California, Ohio and Indiana and net leased these properties to Kobacker
Stores, Inc. On October 17, 1996, Kobacker exercised options under the
terms of its leases for properties in Eastlake and Cleveland, Ohio to
purchase such properties for stated purchase prices of $165,000 and
$200,000, respectively, resulting in a loss of $22,873 over the cost basis
of the properties.

(28) On December 28, 1979, CPA(R):1 purchased a supermarket in Louisville,
Kentucky and net leased it to Winn-Dixie Stores, Inc. On August 11, 1997,
CPA:1 sold the property and recognized a gain of $607,861.

(29) On February 21, 1992, CPA:(R)10 and CIP(R) purchased as tenants-in-common,
each with undivided 50% ownership interests, 13 supermarkets and two
office buildings and entered into a master lease with Harvest Foods, Inc.
In September 1997, CPA(R):10 and CIP(R) sold three properties and
recognized a gain of $105,131 each.

(30) On July 13, 1984, CPA(R):5 purchased two properties in Sumter and
Columbia, South Carolina and net leased them to Arley Merchandise
Corporation ("Arley"). In July 1997, the Arley lease was terminated by the
Bankruptcy Court in connection with Arley's voluntary petition of
bankruptcy. In May 1997, the lender on the limited recourse mortgage loan
collateralized by the Arley properties made a demand for payment for the
entire outstanding principal balance of the loan of $4,754,940. The lender
initiated a lawsuit for the purpose of foreclosing on the Arley
properties, which CPA(R):5 did not contest. On November 17, 1997, the
ownership of the Arley properties was transferred to the lender and the
loan obligation was canceled. In connection with the foreclosure, CPA(R):5
recognized a gain of $956,829 on the difference between liabilities
forgiven and assets surrendered.

(31) On August 26, 1987, CPA(R):7 purchased properties in Travelers Rest and
Liberty, South Carolina and net leased them to Swiss M-Tex, L.P. On
November 26, 1997, CPA(R):7 sold the Liberty property for $200,000. In
connection with the sale, CPA(R):7 wrote down the Liberty property to an
estimated net realizable value of $200,000 and incurred a charge of
$139,999 on the writedown.

A-24
<PAGE> 150

EXHIBIT B

CPA LOGO

CORPORATE PROPERTY ASSOCIATES 14
INCORPORATED

ORDER FORM

[SPECIMEN LOGO]
B-1
<PAGE> 151

INSTRUCTIONS FOR COMPLETION
OF CPA(R):14 ORDER FORM

INSTRUCTIONS TO INVESTORS

YOU MUST COMPLETE ALL ITEMS AND SIGN THE ORDER FORM IN ITEM 7. INVESTORS ARE
ENCOURAGED TO READ THE PROSPECTUS IN ITS ENTIRETY FOR A COMPLETE EXPLANATION
OF AN INVESTMENT IN THE COMPANY.

Item 1 Check the appropriate box to indicate form of ownership. If the
investor is a Custodian, Corporation, Partnership or Trust, please provide the
additional requested information and/or documents.
Item 2 Indicate the number of shares you are purchasing (250 Shares is the
minimum for investors other than IRAs and KEOGHS; 200 Shares is the minimum for
investors who are IRAs or KEOGHS (250 shares if you are resident of Iowa)) and
the dollar amount of your investment. Check the appropriate box to indicate
whether this is an initial or additional investment and whether the order is to
be combined with that of another investor for the purpose of obtaining a volume
discount available to "single purchasers."

Item 3 Please print name(s) in which Shares are to be registered and
provide address and telephone numbers. Check appropriate box if you are a
non-resident alien, a U.S. citizen residing outside U.S. or subject to back up
withholding (if the latter applies to you, cross out clause (ii) in the
paragraph appearing immediately above Item 1). IRAs and KEOGHs should provide
the taxpayer identification number of the account AND the social security number
of the accountholder. Trusts should provide their taxpayer identification
number. Custodians should provide the minor's social security number. All
individual investors should provide their social security number. Other entities
should provide their taxpayer identification number. If you have an account with
the broker/dealer named on the reverse side of the form, provide your account
number.

Item 4 Provide mailing address of beneficiary of a Trust, IRA or KEOGH if
so desired so that duplicate copies of shareholder reports can be sent to such
beneficiary.

Item 5 Provide dividend payment preference.

Item 6 Print the two-letter abbreviation of your state of residence (if an
IRA or KEOGH, state of residence of beneficiary).

Item 7 You MUST sign the form in Item 7. Signature(s) must be witnessed
and the date of signing must be inserted on the line provided.

AFTER FOLLOWING THE ABOVE INSTRUCTIONS, DETACH THE ORDER FORM ALONG THE
PERFORATION AND RETURN THE ORDER FORM TO THE BROKER WHO SOLICITED YOUR ORDER
TOGETHER WITH A CHECK MADE PAYABLE TO "THE U.S. TRUST COMPANY OF NEW YORK AS
ESCROW AGENT" (OR, INSTEAD OF A CHECK, A REQUEST TO THE BROKER IN THE AMOUNT OF
YOUR ORDER). TRUSTS should furnish a copy of the trust instrument and all
amendments thereto. CORPORATIONS should furnish an appropriate corporation
resolution authorizing the purchase of the Shares. PARTNERSHIPS should furnish a
copy of the partnership agreement.

INSTRUCTIONS TO BROKERS

Please be sure to verify all investor information on the Order Form. YOU
MUST COMPLETE ITEM 8 AND SIGN THE ORDER FORM FOR THE ORDER TO BE ACCEPTED.
Please verify that investors have signed Item 7.

Please send check(s) payable to "The U.S. Trust Company of New York, as
Escrow Agent" and completed Order Form(s) to The U.S. Trust Company of New York,
770 Broadway, 13th Floor, New York, New York 10003, Attention: Barbara Schoemig.
For wiring instructions, contact The U.S. Trust Company of New York at
212-852-1665 prior to wiring funds.

[Specimen Logo]

B-2
<PAGE> 152

CORPORATE PROPERTY ASSOCIATES 14
INCORPORATED

ORDER FORM

The investor named below, under penalties of perjury, certifies that (i) the
number shown under Item 3 on this Order Form is his correct Taxpayer
Identification Number (or he is waiting for a number to be issued to him) and
(ii) he is not subject to backup withholding either because he has not been
notified by the Internal Revenue Service ("IRS") that he is subject to backup
withholding as a result of a failure to report all interest or dividends, or the
IRS has notified him that he is no longer subject to backup withholding [NOTE:
CLAUSE (ii) IN THIS CERTIFICATION SHOULD BE CROSSED OUT IF THE APPROPRIATE BOX
IN ITEM 3 BELOW HAS BEEN CHECKED].

<TABLE>
<S> <C>
1. FORM OF OWNERSHIP Mark only one box.

[ ] IRA
[ ] SINGLE PERSON
[ ] KEOGH
[ ] HUSBAND AND WIFE AS COMMUNITY PROPERTY
(In Item 7, both signatures must appear) [ ] PENSION OR PROFIT SHARING PLAN
[ ] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP [ ] TRUST (Trust Agreement MUST be enclosed)
(In Item 7, both signatures must appear) ALL SECTIONS MUST BE FILLED IN
Trustee name(s)
[ ] TENANTS IN COMMON ----------------------------------------------
Trust date----------------------
[ ] A MARRIED PERSON SEPARATE PROPERTY (In Item 7, Month Day Year
only one signature must appear)
[ ] For the benefit of
[ ] CUSTODIAN ------------------------------------------
Custodian for
- ------------------------------------------------- [ ] OTHER
Under Uniform Gift to Minors Act of the State of
--------------- [ ] ESTATE
[ ] CORPORATION OR PARTNERSHIP [ ] CHARITABLE REMAINDER TRUST
(Corporate Resolution or Partnership Agreement MUST be
enclosed) [ ] NON-PROFIT ORGANIZATION
</TABLE>

2. PURCHASE INFORMATION

<TABLE>
<S> <C> <C>
No. of Shares--minimum 250 (or Dollar Amount
200 for an IRA or KEOGH) ------------------------ of $
------------------------------
Investment
($10 per Share)
</TABLE>

THIS IS AN (CHECK ONE): [ ] INITIAL INVESTMENT [ ] ADDITIONAL INVESTMENT IN
THIS OFFERING
[ ] Check box if the Shares ordered are to be combined with an order of another
investor for the purpose of obtaining volume discounts to "single
purchasers." Name of other investor(s)
- --------------------------------------------------------------------------------

3. INVESTOR INFORMATION Name(s) and address will be recorded exactly as printed
below.

Name
- --------------------------------------------------------------------------------

Name
of Joint
- --------------------------------------------------------------------------------
Investor

Address
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

City
- ------------------------------------------------------ State
- ------- Zip Code
- ----------------

Investor Business Phone Number
- ---------
- ---------
- ------------ [ ] Check box if you are a non-resident alien
[ ] Check box if you are a U.S. citizen residing outside the U.S.
[ ] Check box if you are subject to backup withholding
Investor Home Phone Number
- ---------
- ---------
- ------------

- --------------------------------- --------------------------------- ---------------------------------
Investor's Social Security No. Joint Investor's Taxpayer
Social Security No. ID. No.
</TABLE>

Investor's Account Number with Broker Dealer
- ----------------------------------------------------------
(if any)

4. INVESTOR MAILING ADDRESS If you are investing through a Trust, IRA or KEOGH
and want duplicate copies of shareholder reports sent to you, please complete.

Address
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

City
- ------------------------------------------------------ State
- ------- Zip Code
- ----------------

Account number (if any)
- --------------------------------------- Account name
- ---------------------------------------------------

(REVERSE SIDE MUST BE SIGNED BY
BROKER AND BY INVESTOR)

[SPECIMEN LOGO]
DETACH ALONG PERFORATION

B-3
<PAGE> 153

5. DIVIDEND PAYMENT OPTIONS: (NON-QUALIFIED PLANS) INVESTORS MAY CHOOSE EITHER
OPTION A OR B.

A. Please indicate the address(es) to which dividends should be mailed.
Dividends may be split on a percentage basis, between a maximum of two (2)
payees.

Destination
1: ------------%*
Company ------------------------------
Address ------------------------------ ------------------------------
City ------------------------------
State ------------------ Zip
Code ------------------
Account number (if
any) ------------------
Account

name ------------------------------
Destination 2: ------------%*
Company ------------------------------
------------------------------
Address ------------------------------
City ------------------------------
State ------------------ Zip
Code ------------------
Account number (if
any) ------------------
Account
name ------------------------------

* Percentage amount listed above must equal 100%.

B. AUTOMATIC DEPOSITS--Please include a voided check or savings deposit slip.
I authorize Imperial Bank to initiate variable entries to my checking or savings
account. This authority will remain in effect until I notify the CPA(R):14
Investor Relations Department or Resource/Phoenix, the transfer agent for
CPA(R):14, in writing to cancel in such time as to afford a reasonable
opportunity to act on the cancellation.

Financial Institution Name and
Address --------------------------------------------------

Account Type (circle one): Checking Savings Other

Account Number ------------------------------ Bank ABA Routing
Number ------------------------------

6. STATE OF RESIDENCE --------

7. SIGNATURE OF INVESTOR(S)
Signature of investor is required.
- ------------------------ ------------------------ --------------------
SIGNATURE OF WITNESS SIGNATURE OF
INVESTOR DATE
- ------------------------ ------------------------ --------------------
SIGNATURE OF WITNESS SIGNATURE OF
INVESTOR DATE
- ------------------------------------------------------------
- ------------------------------------------------------------

8. BROKER/DEALER INFORMATION THE BROKER MUST SIGN BELOW TO COMPLETE ORDER.
BROKER HEREBY WARRANTS THAT IT IS A DULY
LICENSED BROKER AND MAY LAWFULLY SELL SHARES IN
THE STATE DESIGNATED AS THE INVESTOR'S
RESIDENCE.

Licensed Firm Name ------------------------------

Broker Name ------------------------------

Broker Mailing Address ------------------------------

City -------------------- State ---------- Zip Code ----------

Broker Number ------------------ Telephone Number ------------------
The undersigned confirms by his signature that he (i) has reasonable grounds to
believe that the information and representations concerning the investor
identified herein are true, correct and complete in all respects; (ii) has
discussed such investor's prospective purchase of Shares with such investor;
(iii) has advised such investor of all pertinent facts with regard to the
liquidity and marketability of the Shares; (iv) has delivered a current
Prospectus and related supplements, if any, to such investor; and (v) has
reasonable grounds to believe that the purchase of Shares is a suitable
investment for such investor, that such investor meets the suitability standards
applicable to such investor set forth in the Prospectus and related supplements,
if any, and that such investor is in a financial position to enable such
investor to realize the benefits of such an investment and to suffer any loss
that may occur with respect thereto.
------------------------------ ------------------
Broker
Signature Date

ALL INVESTOR AND BROKER/DEALER INFORMATION MUST BE COMPLETED OR
REGISTRATION CANNOT BE PROCESSED.
- ------------------------------------------------------------
FOR COMPANY USE ONLY:

[Specimen Logo]

B-4
<PAGE> 154

- ------------------------------------------------------------
- ------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................... 8
Risk Factors............................... 13
Suitability Standards...................... 18
Estimated Use of Proceeds.................. 20
Management Compensation.................... 22
Conflicts of Interest...................... 30
Prior Offerings by Affiliates.............. 34
Management................................. 40
Investment Objectives and Policies......... 52
Holders of Shares of the Company........... 63
Management Discussion and Analysis of
Financial Condition...................... 63
Distributions.............................. 68
Description of Properties.................. 68
Income Tax Considerations.................. 75
ERISA Considerations....................... 86
Description of Shares...................... 89
The Offering............................... 95
Reports to Shareholders.................... 98
Legal Opinions............................. 99
Experts.................................... 99
Sales Literature........................... 99
Further Information........................ 99
Financial Statements....................... F-1
Prior Performance Tables................... A-1
Specimen CPA(R):14 Order
Form -- Exhibit B........................ B-1
</TABLE>

- ------------------------------------------------------------
- ------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS UNLESS
PRECEDED OR ACCOMPANIED BY THIS PROSPECTUS NOR HAS ANY PERSON BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. HOWEVER, IF
ANY MATERIAL CHANGE OCCURS WHILE THIS PROSPECTUS IS REQUIRED BY LAW TO BE
DELIVERED, THIS PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.

WPCAREY LOGO
CPA LOGO
CORPORATE PROPERTY
ASSOCIATES 14
Incorporated
A Maximum of 30,000,000 Shares of Common Stock

PROSPECTUS

CAREY FINANCIAL CORPORATION
- ------------------------------------------------------------
- ------------------------------------------------------------