<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0063
EXPIRES OCTOBER 31, 1995
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE .1701.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the quarterly period ended DECEMBER 31, 1994
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or
[_] TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-9727
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CORPORATE PROPERTY ASSOCIATES 2
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(Exact name of registrant as specified in its charter)
CALIFORNIA 13-3022196
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 492-1100
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
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Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
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(Title of Class)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [_] No
Indicate by check mark if disclosure of deliquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of
Registrant: There is no active market for Limited Partnership Units.
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PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Registrant has no officers or directors. The senior officers and
directors of the Corporate General Partner are as follows:
<TABLE>
<CAPTION>
Has Served as a
Director and/or
Name Age Positions Held Officer Since (1)
---- --- -------------- -----------------
<S> <C> <C> <C>
William Polk Carey 64 Chairman of the Board 8/79
Director
Francis J. Carey 69 President 8/79
Director
George E. Stoddard 78 Chairman of the Investment Committee 8/79
Director
Raymond S. Clark 81 Chairman of the Executive Committee 8/79
Director
Barclay G. Jones III 34 Executive Vice President 8/82
Director
Lawrence R. Klein 74 Chairman of the Economic Policy 4/84
Committee
Director
H. Cabot Lodge III 39 Executive Vice President 8/83
Director
Madelon DeVoe Talley 63 Vice Chairman of the Board 4/86
Claude Fernandez 42 Executive Vice President 3/83
Chief Administrative Officer
Gordon F. DuGan 28 Senior Vice President 7/91
John J. Park 30 Senior Vice President 7/91
Director of Research
Howard J. Altmann 31 First Vice President 8/90
H. Augustus Carey 37 First Vice President 8/88
Anthony S. Mohl 33 First Vice President 1/90
Michael D. Roberts 43 First Vice President 4/89
Controller
Debra E. Bigler 42 Vice President 7/91
Ted G. Lagried 43 Vice President 9/94
</TABLE>
(1) Each officer and director of the Corporate General Partner will hold
office until the next annual meeting of the Board of Directors and
thereafter until his successor shall have been elected and shall have
qualified or until his prior death, resignation or removal.
William Polk Carey and Francis J. Carey are brothers and Raymond S. Clark
is their brother-in-law. H. Augustus Carey is the nephew of William Polk
Carey and Raymond S. Clark and the son of Francis J. Carey.
A description of the business experience of each officer and director of
the Corporate General Partner is set forth below:
William Polk Carey, Chairman and Chief Executive Officer, has been active
in lease financing since 1959 and a specialist in net leasing of corporate
real estate property since 1964. Before founding W.P. Carey & Co., Inc.
("W.P. Carey") in 1973, he served as Chairman of the Executive Committee of
Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real
Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers),
head of Real Estate and Private Placements, Director of Corporate
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<PAGE>
Finance and Vice Chairman of the Investment Banking Board of duPont Glore
Forgan Inc. A graduate of the University of Pennsylvania's Wharton School of
Finance, Mr. Carey is a Governor of the National Association of Real Estate
Investment Trusts (NAREIT). He also serves on the boards of The Johns Hopkins
University and its medical school, Templeton College of Oxford University, The
James A. Baker III Institute for Public Policy at Rice University, and other
educational and philanthropic institutions. He founded the Visiting Committee
to the Economics Department of the University of Pennsylvania and co-founded
with Dr. Lawrence R. Klein the Economics Research Institute at that
university.
Francis J. Carey was elected President and a Managing Director of W.P.
Carey in April 1987, having served as a Director since its founding in 1973.
He served as a member of the Executive Committee and Board of Managers of the
Western Savings Bank of Philadelphia from 1972 until its takeover by another
bank in 1982 and is former chairman of the Real Property, Probate and Trust
Section of the Pennsylvania Bar Association. Mr. Carey served as a member of
the Board of Overseers of the School of Arts and Sciences of the University of
Pennsylvania from 1983 through 1990 and has served as a member of the Board of
Trustees of the Investment Program Association since 1990. From April 1987
until August 1992, he served as counsel to Reed Smith Shaw & McClay, counsel
for Registrant, the General Partners, the CPA(R) Partnerships and W.P. Carey
and some of its affiliates. A real estate lawyer of more than 30 years'
experience, he holds A.B. and J.D. degrees from the University of
Pennsylvania.
George E. Stoddard, Chief Investment Officer, was until 1979 head of the
bond department of The Equitable Life Assurance Society of the United States,
with responsibility for all activities related to Equitable's portfolio of
corporate investments acquired through direct negotiation. Mr. Stoddard was
associated with Equitable for over 30 years. He holds an A.B. degree from
Brigham Young University, an M.B.A. from Harvard Business School and an LL.B.
from Fordham University Law School.
Raymond S. Clark is former President and Chief Executive Officer of the
Canton Company of Baltimore and the Canton Railroad Company. A graduate of
Harvard College and Yale Law School, he is presently a Director and Chairman
of the Executive Committee of W.P. Carey and served as Chairman of the Board
of W.P. Carey from its founding in 1973 until 1982. He is past Chairman of
the Maryland Industrial Development Financing Authority.
Barclay G. Jones III, Executive Vice President, Managing Director, and
co-head of the Investment Department. Mr. Jones joined W.P. Carey as
Assistant to the President in July 1982 after his graduation from the Wharton
School of the University of Pennsylvania, where he majored in Finance and
Economics. He was elected to the Board of Directors of W.P. Carey in April
1992. Mr. Jones is also a Director of the Wharton Business School Club of New
York.
Lawrence R. Klein, Chairman of the Economic Policy Committee since 1984,
is a Benjamin Franklin Professor of Economics Emeritus at the University of
Pennsylvania and its Wharton School, having joined the faculty in 1958. He
holds earned degrees from the University of California at Berkeley and
Massachusetts Institute of Technology and Oxford University and has been
awarded the Nobel Prize in Economics as well as over 70 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
Advisors.
H. Cabot Lodge III, Executive Vice President, Managing Director, and co-
head of the Investment Department, joined W.P. Carey in 1982 and was elected
to the Board of Directors of W.P. Carey in April 1992. Mr. Lodge received his
A.B. degree from Harvard College in 1978 and his M.B.A. from Harvard Business
School in 1983. Prior to attending business school he served as a research
consultant and regional director of Harbridge House Inc. from June 1978 to
July 1981.
Madelon DeVoe Talley, served as a managing director of Rothschild, Inc.
and as the President of its asset management division from 1982 to 1984. From
1978 to 1982, Ms. Talley was the Director of Investments and Cash Management
of the Controller's Office of the State of New York directing the multi-
billion dollar New York State Common Retirement Fund. She was Director of
International Investments for the Dreyfus Corporation as well as Vice
President of its money management division from 1970 to 1977. She is
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<PAGE>
currently a member of the Board of Governors of the NASD, a director of
Biocraft Laboratories and Alliance Capital, L.P., Global Asset Management
funds, Smith Barney's TRAK and Income and Special Equity Funds, Laidlaw
Covenant Fund and Schroder Asian Growth Fund. She is a member of the
Investment Board of the New York State Employees Retirement Systems and was
formerly a Trustee for the New York State Teachers Retirement System.
Claude Fernandez, Chief Administrative Officer, Managing Director, and
Executive Vice President, joined W.P. Carey in 1983. Previously associated
with Coldwell Banker, Inc. for two years and with Arthur Andersen & Co., he is
a Certified Public Accountant. Mr. Fernandez received his B.S. degree in
Accounting from New York University in 1975 and his M.B.A. in Finance from
Columbia University Graduate School of Business in 1981.
Gordon F. DuGan, Senior Vice President, Investment Department, joined
W.P. Carey as Assistant to the Chairman in May 1988 after graduating from the
Wharton School of the University of Pennsylvania, where he concentrated in
Finance.
John J. Park, Senior Vice President and Director of Research, joined W.P.
Carey as an Investment Analyst in December 1987. Mr. Park received his
undergraduate degree from Massachusetts Institute of Technology and his M.B.A.
in Finance from New York University.
Howard J. Altmann, First Vice President, Investment Department, joined
W.P. Carey in August 1990. He was a securities analyst at Goldman Sachs & Co.
for the retail industry from 1986 to 1988. Mr. Altmann received his
undergraduate degree in economics and finance from McGill University and his
M.B.A. from the Stanford University Graduate School of Business.
H. Augustus Carey, First Vice President, returned to W.P. Carey in 1988.
Mr. Carey previously worked for W.P. Carey from 1979 to 1981 as Assistant to
the President. Prior to rejoining W.P. Carey, Mr. Carey served as a loan
officer of the North American Department of Kleinwort Benson Limited in
London, England. He received an A.B. from Amherst College in 1979 and an
M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is a
trustee of the Oxford Management Centre Associates Council.
Anthony S. Mohl, First Vice President, Portfolio Management, joined W.P.
Carey as Assistant to the President after receiving his M.B.A. from the
Columbia University Graduate School of Business. Mr. Mohl was employed as an
analyst in the strategic planning group at Kurt Salmon Associates after
receiving an undergraduate degree from Wesleyan University.
Michael D. Roberts joined W. P. Carey as a Second Vice President and
Assistant Controller in April 1989 and is currently First Vice President and
Controller. Prior to joining W.P. Carey, Mr. Roberts was employed by Coopers
& Lybrand, where he attained the title of audit manager. A certified public
accountant, Mr. Roberts received a B.A. from Brandeis University and an M.B.A.
from Northeastern University.
Debra E. Bigler, Vice President, joined W.P. Carey in 1989 as an
assistant marketing director, rising to her present position where she bears
responsibility for investor services throughout the southern United States.
She was previously employed by E. F. Hutton & Company for nine years where she
began as a Marketing Associate in Private Placement, Sales and Marketing and
was then promoted to Regional Director.
Ted G. Lagreid, Vice President, joined W.P. Carey in 1994 and is regional
director responsible for investor services in the western United States.
Prior to joining the firm, he was employed by the Shurgard Capital Group, then
for Sun America where he was an executive in its mutual funds group. He
earned an A.B. from the University of Washington, received an M.P.A. from the
University of Puget Sound and then spent eight years in the city of Seattle's
Department of Community Development. Mr. Lagreid is a commissioner of the
City of Oakland, California, serving on its Community and Economic Advisory
Commission.
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<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
BY: W. P. CAREY & CO., INC.
04/11/95 BY: /s/ Claude Fernandez
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Date Claude Fernandez
Senior Vice President and
Chief Administrative Officer
(Principal Financial Officer)
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