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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 1, 1998
CORPORATE PROPERTY ASSOCIATES 2
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-9727 13-3022196
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(State of Organization) (Commission File No.) (IRS Employer
Identification Number)
50 Rockefeller Plaza, 2nd Floor
New York, NY 10020
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(Address of principal executive offices)
(212) 492-1100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
EVENTS
CORPORATE PROPERTY ASSOCIATES SERIES OF LIMITED PARTNERSHIPS ANNOUNCE COMPLETION
OF $750 MILLION TAX FREE CONSOLIDATION
On October 22, 1997, W.P. Carey and Co., Inc. began soliciting
approval from the investors in nine public limited partnerships in the Corporate
Property Associated series of limited partnerships (CPA(R)1-9) for the
consolidation by merger of CPA(R) 1-9 into a publicly traded Delaware limited
liability company (LLC), called Carey Diversified LLC (the "Consolidation"). On
December 17, 1997, W.P. Carey & Co., Inc. announced that investors of CPA(R) 1-9
overwhelmingly approved the Consolidation, resulting in an asset base of
approximately $750 million. The Consolidation became effective January 1, 1998.
Carey Diversified will begin trading on the New Stock Exchange (NYSE) under the
symbol "CDC" on January 21.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibit is filed as part of this Current Report on Form
8-K:
EX-99.1 Press Release From W.P. Carey & Co., Inc.
(December 17, 1997)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 2
By Carey Diversified LLC, its General Partner
By: CAREY MANAGEMENT LLC, MANAGER
/s/ Steven M. Berzin
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Steven M. Berzin
Executive Vice President
Date: January 15, 1998
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EXHIBITS
Exhibit Number and Description
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EX-99.1 Press Release From W.P. Carey & Co., Inc.
(December 17, 1997)
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[KCSA LETTERHEAD]
CONTACT: Gordon DuGan/John Park
Phone: (212) 492-1100
KCSA Les Schupak/Anne Maguire
CONTACT: Phone: (212) 682-6300, ext. 207/291
E-mail: [email protected]
FOR IMMEDIATE RELEASE
CPA(R) 1-9 INVESTORS APPROVE $750 MILLION
TAX FREE CONSOLIDATION
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CAREY DIVERSIFIED LLC TO TRADE ON NYSE JANUARY 21
NEW YORK, December 17, 1997 - W.P. Carey & Co., Inc. announced today that
investors of CPA(R) 1-9 have overwhelmingly approved the consolidation of these
closed-end real estate investment funds into a publicly traded Delaware limited
liability company (LLC), to be called Carey Diversified LLC. On January 21,
Carey Diversified LLC, with an asset base of approximately $750 million, will
become the nation's largest publicly traded limited liability company and will
trade on the New York Stock Exchange (NYSE) under the symbol "CDC."
Carey Diversified's Chairman, Francis J. Carey, said, "With an average of
96 percent of the people who voted voting in favor of this consolidation, it is
apparent that investors were eager to participate in this new investment vehicle
seeking to capitalize on W.P. Carey's 25-year track record of making money for
investors. Carey Diversified has been formed with the objective of providing
investors with disciplined and solid growth opportunities while preserving
capital and maintaining a predictable source of income."
(more)
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W.P. CAREY/2
The CPA(R) funds were originally offered to investors between 1979 and
1990 for the specific purpose of purchasing net-leased commercial and
industrial real estate nationwide. Investors in these Partnerships originally
invested $400 million. With the completion of the Consolidation, investors will
have received $1 billion in distributions and exchange value. Collectively, the
CPA(R):1-9 partnerships owned 198 properties in 37 states totaling more than
20-million square feet which will now be part of Carey Diversified's portfolio.
In commenting on the approval process, John Collins, vice president of
Shareholder Communications Corp., Carey's information agent, noted, "There was
an extremely large approval rate for this consolidation - probably the highest
we have ever seen. With this approval, investors for the first time will have
the opportunity to participate in a W.P. Carey public security," Mr. Collins
said.
Carey Diversified's President, Gordon DuGan noted that "it's a testimony
to the Carey organization's investment record and a hugely loyal investor base.
This will stand Carey Diversified in good stead as it becomes a prominent
public vehicle for investors looking for well-managed companies in the real
estate business."
"Carey's management has significant experience with innovative net-lease
real estate financing strategies, having invested over $2 billion in net-lease
transactions during the past 25 years on behalf of individual and institutional
clients. Furthermore, Carey Diversified has other benefits not previously
available to the CPA(R) programs; greater portfolio diversification, the
ability to grow its portfolio and reinvest proceeds from sales, as well as
access to new capital to finance growth," Mr. DuGan said.
(more)
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W.P. CAREY/3
Carey Diversified's Board of Directors includes renowned investment
professionals. Among the outside independent directors will be Eberhard Faber
IV, former CEO of Eberhard Faber, Inc. and Director of the Federal Reserve Bank
of Philadelphia; Dr. Lawrence R. Klein, a Nobel Laureate in Economics; Donald
E. Nickelson, Vice Chairman of Harbor Group and former President of PaineWebber
Group; Charles C. Townsend, former head of Corporate Finance at Morgan
Stanley and Chairman of Morgan Stanley Realty; and Reginald Winssinger,
Chairman of Horizon Real Estate Group, a leading Arizona-based real estate
development company.
Francis J. Carey has relinquished his current responsibilities as
President of W. P. Carey and affiliated companies to become the full-time
Chairman of Carey Diversified. W. P. Carey, through an affiliate, will continue
to manage the assets of the new NYSE listed entity and will select its future
investments.
W. P. Carey has forged a 25-year track record as a successful asset
manager and is widely recognized as the pioneer and leader in net-lease
financing for corporations. It is one of the largest lessors of net-leased
corporate properties in the United States, owning more than 32 million square
feet in 42 states with an aggregate value of approximately $2 billion.
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