<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the quarterly period ended DECEMBER 31, 1996
------------------------------------
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
-------------------------- -------------------
Commission file number 0-14551
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CORPORATE PROPERTY ASSOCIATES 6, A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 13-3247122
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 492-1100
-----------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
- ------------------------------------- ------------------------------------
- ------------------------------------- ------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
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(Title of Class)
- --------------------------------------------------------------------------------
(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 (ss. 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.
<PAGE>
PART I
Item 1. Business.
Registrant is engaged in the business of investing in commercial
and industrial real estate properties which are net leased to commercial and
industrial entities. Registrant was organized as a California limited
partnership on July 23, 1984. The General Partners of Registrant are Carey
Corporate Property, Inc. (the "Corporate General Partner"), a Delaware
corporation, and William Polk Carey (the "Individual General Partner"). The
Corporate General Partner is 79.9% owned by W. P. Carey & Co., Inc. ("W.P.
Carey"), 10.1% owned by William P. Carey ("Carey") and 10% by Lehman Brothers,
Inc. Affiliates of the Corporate General Partner and the Individual General
Partner are also the General Partners of affiliates of Registrant, Corporate
Property Associates ("CPA(R):1"), Corporate Property Associates 2 ("CPA(R):2"),
Corporate Property Associates 3 ("CPA(R):3"), Corporate Property Associates 7 -
a California limited partnership ("CPA(R):7"), Corporate Property Associates 8,
L.P., a Delaware limited partnership ("CPA(R):8"), Corporate Property Associates
9, L.P., a Delaware limited partnership ("CPA(R):9"), and the advisor of
Corporate Property Associates 10 Incorporated ("CPA(R):10"), Carey Institutional
Properties Incorporated ("CIP(TM)") and Corporate Property Associates 12
Incorporated ("CPA(R):12"). Registrant has a management agreement with Carey
Corporate Property Management Company (formerly Carey Corporate Property
Management, Inc.) ("Carey Management"), a division of W.P. Carey. According to
the terms of this agreement, Carey Management performs a variety of management
services for Registrant. Registrant has entered into an agreement with Fifth
Rock L.P., an affiliate, for the purpose of leasing office space. Reference is
made to the Prospectus of Registrant dated November 30, 1984, filed pursuant to
Rules 424(b) and 424(c), respectively, under the Securities Act of 1933 and
incorporated herein by reference (said Prospectus, as so supplemented, is
hereinafter called the "Prospectus").
The properties owned by Registrant are described in Item 2.
Registrant's entire net proceeds from the Public Offering, less a working
capital reserve, have been fully invested in net leased commercial and
industrial real estate since March 21, 1988, the date of Registrant's final real
estate acquisition.
Registrant has two industry segments consisting of the investment
in and the leasing of industrial and commercial real estate and the operations
of hotels which were assumed subsequent to the lease terminations. By assuming
the operations of the hotel businesses, Management intends to preserve the value
of the underlying investment for remarketing purposes and generate a
contribution to Registrant's operating cash flow. See Selected Financial Data in
Item 6 and Management's Discussion and Analysis in Item 7 for a summary of
Registrant's operations. Also see the material contained in the Prospectus under
the heading INVESTMENT OBJECTIVES AND POLICIES.
Other than the three hotel properties, all of Registrant's real
estate properties are leased to corporate tenants and are subject to long-term
net leases whereby the tenants are generally required to pay all operating
expenses relating to the leased properties including maintenance, real estate
taxes, insurance and utilities. Lessees are required to include Registrant as an
additional insured party on all insurance policies relating to the leased
properties. In addition, substantially all of the net leases include
indemnification provisions which are intended to limit recourse to Registrant
and the General Partners. Registrant believes that the insurance and indemnity
provided on its behalf by its lessees provides adequate coverage for property
damage and any liability claims which may arise against Registrant's ownership
interests. In addition to the insurance and indemnification provisions of the
leases, Registrant has contingent property and liability insurance on its leased
properties and primary property and liability coverages on its three hotel
properties. Management believes that its insurance is adequate. To the extent
that any lessees are not financially able to satisfy indemnification obligations
which exceed insurance reimbursements, Registrant may incur the costs necessary
to repair property and settle liabilities.
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<PAGE>
As described above, lessees retain the obligation for the
operating expenses of their leased properties so that, other than rental income,
there are no significant operating data reportable on Registrant's leased
properties. Current rental income is reported in Note 9 to the Financial
Statements in Item 8. Registrant's leases generally provide for periodic rent
increases which are either stated and negotiated at the inception of the lease
or based on formulas indexed to increases in the Consumer Price Index ("CPI").
The initial terms of Registrant's leases are scheduled to expire between 2000
and 2011 with the leases providing for multiple renewal terms. In addition,
several of the leases provide purchase options, with Registrant's leases with
Anthony's Manufacturing Company, Inc. and Wal-Mart Stores, Inc. exercisable in
1997. The purchase options provide for purchase prices at the greater of (i)
fair market value, as defined in the lease, or (ii) a stated amount. The stated
amount is generally the sum of Registrant's acquisition cost of the properties
and any prepayment charges which would occur as a result of paying off mortgage
loans on the properties being sold.
As Registrant's objective is to invest in properties which are
occupied by a single corporate tenant and subject to net leases with such lease
obligation backed by the credit of the corporate lessee, Registrant's properties
have not been generally subject to the competitive conditions of local and
regional real estate markets. The competitive conditions of local and regional
real estate markets may have a more material affect on Registrant as leases
terminate in the future. In selecting real estate for investment, Registrant
seeks to lease facilities which are material to the lessee's operations in order
to increase the likelihood that lease renewals will be exercised. Because
Registrant may be affected by the financial condition of its lessees rather than
the competitive conditions of the real estate marketplace, Registrant's strategy
has been to diversify its investments among tenants, property types and
industries in addition to achieving geographical diversification. To the extent
that lessees exercise purchase options which provide for purchase prices based
on a market value as encumbered by the existing lease, local market conditions
may have little impact.
Registrant's operation of hotel properties (all of which are
Holiday Inn franchises) are more greatly affected by both increasing competition
and economic conditions. Registrant's hotels in Alpena and Petoskey, Michigan
have experienced increased competition over the past several years as the result
of the opening of new hotels at both locations. The Alpena and Petoskey
businesses are seasonal in nature and had occupancy rates for the year ended
December 31, 1996 of 58% and 49%, respectively. The occupancy rates increased by
6% for Alpena and 14% for Petoskey from that of the prior year. The Livonia,
Michigan hotel realized an increase of 10% in the average room rate; however,
the occupancy rate decreased from 77% to 75%. Management believes the ability to
raise room rates is due to the current economic and business conditions in the
Detroit metropolitan area.
For the year ended December 31, 1996, revenues from properties
occupied by lessees which accounted for 10% or more of operating revenues of
Registrant were as follows: Stoody Deloro Stellite, Inc., 20%; AP Parts
Manufacturing Company, Inc. ("A.P. Parts"), 15%; AutoZone, Inc. ("AutoZone"),
12%; and Peerless Chain Company, 14%. No other property owned by Registrant
accounted for 10% or more of its total operating revenues during 1996. See Note
9 to the Consolidated Financial Statements in Item 8. For the year ended
December 31, 1996, gross revenues from the hotel operations segment were
approximately 29% of total revenues.
In January 1996, Registrant funded $1,700,000 of improvements at
the A.P. Parts property in Toledo, Ohio. In consideration for funding the
improvements, the A.P. Parts lease was amended with annual rent increased by
$216,850 to $1,742,966 and the initial lease term extended from December 21,
2001 to December 31, 2007. Rent increased on January 1, 1997 with such increase
based on a formula indexed to the CPI. The funding of the improvements was
completed with a refinancing of the existing mortgage loan collateralized by the
A.P. Parts properties. A new limited recourse loan of $6,000,000 was used to pay
off an existing mortgage loan. The new loan provides for prepayment and
principal and interest of $63,120 at an annual interest rate of 7.625% and
matures on February 1, 2001 at which time a balloon payment of $4,124,757 will
be due. The retired loan provided for monthly payments of principal and interest
of $73,906 at an annual interest rate of 9.5%.
In February 1996, Folger Adam Company ("Folger Adam"), the lessee
of the Registrant's property in Lemont, Illinois, filed a petition of voluntary
bankruptcy. In March 1996, Yale Security, Inc. purchased certain assets of
Folger Adam pursuant to an order of the Bankruptcy Court, and on March 19, 1996
entered into a net lease agreement with the Registrant for the Lemont property.
The lease, which has an initial
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<PAGE>
term of 15 years, provides for annual rent of $400,000 in the first year,
$399,000 in the second through fifth years, $459,000 in the sixth through tenth
years and $519,000 thereafter.
The Registrant's master leases with AutoZone allow AutoZone to
offer to purchase properties which it judges to be unsuitable for its continued
use. AutoZone, citing this lease provision, purchased Registrant's properties in
Dalton, Georgia from the Registrant, and Birmingham, Alabama in January and
April 1996, respectively. The Registrant was required to assign the proceeds of
the sale to its lender as a partial prepayment on the mortgage loan
collateralized by the AutoZone properties.
In August 1996, the Registrant refinanced at a lower rate of
interest an existing mortgage loan collateralized by the Partnership's property
leased to Wal-Mart Stores, Inc. The new loan of $3,500,000 provides for monthly
installments of principal and interest of $32,888 at an annual interest rate of
8.25% based on a 16-year amortization schedule commencing September 1996. The
loan may be prepaid at any time subject to a prepayment charge. The loan matures
in August 2003 at which time a balloon payment for the entire outstanding
principal balance of approximately $2,517,000 will be due.
Registrant voluntarily performed initial environmental reviews of
all of its properties in 1993. Registrant believes, based on the results of such
reviews and Phase II environmental reviews of certain of its properties in 1994,
that its properties are in substantial compliance with Federal and state
environmental statutes and regulations. Phase II reviews were only performed on
certain properties based on the recommendations of the Phase I reviews. Portions
of certain properties have been subject to a limited degree of contamination,
principally in connection with either leakage from underground storage tanks or
surface spills from facility activities. In many instances, tenants are actively
engaged in the remediation process and addressing identified conditions. For
those conditions which were identified, Registrant advised its tenants of such
findings and of their obligations to perform additional investigations and any
required remediation. Tenants are generally subject to environmental statutes
and regulations regarding the discharge of hazardous materials and any related
remediation obligations. In addition, Registrant's leases generally require
tenants to indemnify Registrant from all liabilities and losses related to the
leased properties. Accordingly, Management believes that the ultimate resolution
of the aforementioned environmental matters will not have a material adverse
effect on Registrant's financial condition, liquidity or results of operations.
Registrant does not have any employees. The Corporate General
Partner of Registrant together with its affiliates employ twelve individuals who
perform accounting, secretarial and transfer services for Registrant. Gemisys
Inc. performs certain transfer services for Registrant and The Bank of New York
performs certain banking services for Registrant. In addition, Registrant has
entered into an agreement with Carey Management pursuant to which Carey
Management provides certain management services to Registrant. W.P. Carey has
substantially the same officers as the Corporate General Partner.
-3-
<PAGE>
Item 2. Properties.
----------
<TABLE>
<CAPTION>
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ------------- ---------------- --------- -----------------
<S> <C> <C> <C>
STOODY DELORO Warehouse and Manu- Industry, Ownership of land
STELLITE, INC. facturing Facility California and building
YALE SECURITY, Manufacturing Lemont, Ownership of land
INC. Facility Illinois and building (1)
MOTOROLA, INC. Computer and Urbana, Ownership of land
Telecommunication Facility Illinois and building (1)
LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land
CORPORATION Manufacturing Facility Maryland and building
AUTOZONE, INC. Retail Stores Charlotte, Lenoir, Ownership of land
- 32 locations Gastonia, and and buildings (1)
Statesville, North Carolina;
Austin, Corpus
Christi-2, Nederland,
San Antonio, Victoria, Waco,
and West Orange, Texas;
Bessemer, Chickasaw,
Decatur, Mobile, Montgomery
and Phenix City, Alabama;
Alton, Belleview,
Collinsville and
Wood River, Illinois;
Columbus, Georgia;
Baton Rouge, Ownership of land
Lake Charles and buildings (1)
and West Monroe,
Louisiana;
Breckenridge, Maplewood,
Overland and St. Louis,
Missouri
(2) Hotel Petoskey and Ownership of 35% interest
- 2 locations Alpena, Michigan in land and buildings (1)
PEERLESS CHAIN Manufacturing Winona, Ownership of land
COMPANY Facility Minnesota and building
HARCOURT GENERAL Movie Theatre Burnsville, Ownership of land
CORPORATION Minnesota and building (1)
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ------------- ---------------- --------- -----------------
<S> <C> <C> <C>
WAL-MART STORES, Retail/Warehouse West Mifflin, Ownership of land
INC. Facility Pennsylvania and building (1)
KINNEY SHOE Warehouse and Fort Lauderdale, Ownership of land
CORPORATION/ Office Facility Florida and building (1)
ARMEL, INC.
AP PARTS Manufacturing Toledo, Ohio; Ownership of land
MANUFACTURING Facility - Pinconning, and buildings (1)
COMPANY 2 locations Michigan
ANTHONY'S Manufacturing/ San Fernando, Ownership of land
MANUFACTURING Warehouse and California and buildings
COMPANY, INC. Corporate
Headquarters
Facilities -
4 locations
(2) Hotel Livonia, Michigan Ownership of 34.4828%
interest in land
and building (1)
WINN DIXIE STORES, Supermarket Panama City, Ownership of land
INC. Florida and building
</TABLE>
(1) These properties are encumbered by mortgage notes payable.
(2) These properties are operated with affiliates.
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<PAGE>
The material terms of Registrant's leases with its significant
tenants are summarized in the following table:
<TABLE>
<CAPTION>
Partnership's
Share Current Lease
Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross
Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs
- ------- ------------ ------- ------- --------- ------- --------- --------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stoody $2,234,191 325,800 $6.86 02/10 YES 100% The greater of $11,700,000
Deloro fair market
Stellite value of the
Inc. property or
$11,700,000
AP Parts 1,836,534 1,380,588 1.33 12/07 YES 100 The greater of 13,433,087
Manufact- fair market value
uring of the property
Company, Inc. or $11,700,000
plus any mortgage
prepayment
premium.
AutoZone, 1,321,567 185,990 7.11 01/11 YES 100 N/A 10,671,418
02/11
Anthony's 876,000 182,845 4.79 02/02 YES 100 The greater of 11,500,000
Manufact- fair market
uring value or
Company, $11,500,000 plus
Inc. any mortgage
prepayment
premium.
Peerless 1,463,425 357,760 4.09 06/11 YES 100 The greater of 7,820,000
Chain fair market value
Company or $7,820,000 and
any mortgage
prepayment
premium.
Wal-Mart 891,130 118,125 7.54 01/07 YES 100 The greater of 6,685,250
Stores, Inc. fair market value
plus 2% or $6,275,000
plus any mortgage
prepayment
premium.
Kinney Shoe 964,941 80,450 11.99 09/01 YES 100 The greater of 5,268,350
Corp./Armel, fair market value
Inc. or $5,260,350 plus
any mortgage
prepayment
premium.
Yale
Security, Inc. 399,250 130,000 3.07 03/11 100 N/A 3,700,000
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Partnership's
Share Current Lease
Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross
Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs (1)
- ------- ------------ ------- ------- --------- ------- --------- --------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Motorola, $ 540,000 46,350 $11.65 12/00 YES 100% Fair market value $ 4,379,455
Inc.
Harcourt 467,500 31,837 14.68 07/06 YES 100 N/A 4,341,035
General
Corporation
Lockheed 310,000 45,804 6.77 04/01 YES 100 Fair market value 3,015,058
Martin
Corporation
Winn-Dixie 170,399 34,710 4.91 03/08 YES 100 N/A 1,935,890
Stores, Inc.
</TABLE>
(1) Includes original cost of investment and net increases or decreases to net
investment subsequent to purchase.
The material terms on the mortgage debt of Registrant's
properties is summarized in the following table:
<TABLE>
<CAPTION>
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/96 Service Date Due at Maturity Prepayment Provisions
- ------------------ -------------- ----------- ----------- -------- ----------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
AP Parts Manufact-
uring Company, Inc. 7.63% $ 5,736,608 $ 764,638 02/01/01 $ 4,211,790 N/A
AutoZone, Inc. 9.51 8,743,039 951,072 08/02/98 8,539,522 The loan may be prepaid
in full but not in part
with a prepayment
premium based on a
formula based on
treasury bond yields
plus 0.5%.
Wal-Mart
Stores, Inc. 9.63 3,464,333 706,429 08/15/03 Fully Amortizing Prepayable in full with
a premium equal to the
greater of 1) 1% of the
outstanding principal
balance or 2) a present
value discounted at a
rate defined in the loan
agreement.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/96 Service Date Due at Maturity Prepayment Provisions
- ------------------ -------------- ----------- ----------- -------- ----------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Kinney Shoe/
Armel, Inc. (1) 6.35% $ 261,060 $ 261,060 (4) 01/01/98 Fully amortizing Prepayable in full or in
part, on any date,
without premium.
Yale Security,
Inc. 10.25 1,884,503 55,602 04/01/97 $1,874,628 Prepayable in full only,
with a premium of the
greater of 1% of the
outstanding principal
balance or a formula
based on treasury bond
yields.
Motorola, Inc. 10.50 2,187,826 89,854 04/01/97 2,155,117 Prepayable in full with a
premium based on a
formula using the most
recently issued U.S.
Treasury note closest to
but not beyond the
original maturity date of
the mortgage.
Harcourt General
Corporation 8.50 2,039,909 311,911 07/01/06 Fully amortizing Prepayable anytime after
January 2001, with a
premium based on a
formula using the
annualized yield of a
U.S. Treasury note.
Livonia
Holiday Inn (2)(5) 9.06 2,608,808 186,972 (5) 11/15/97 2,561,000 The loan may be prepaid
in full without a
premium.
Alpena
Holiday Inn (3)(5) 6.6 - 9.0 2,565,500 279,780 9/1/97-9/1/15 257,250
Petoskey
Holiday Inn (3)(5) 6.6 - 9.0 2,565,500 279,780 9/1/97-9/1/15 257,250
</TABLE>
(1) Variable rate based on 64% of lender's prime rate.
(2) Variable rate based on 3.5% over 90-day London Inter-Bank Offered Rate.
(3) Financing consists of a series of bonds maturing between 1997 and 2015
with interest rates varying from 6.6% to 9%.
(4) Estimate based on current interest rates.
(5) Operated by Registrant.
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<PAGE>
Item 3. Legal Proceedings.
------------------
As of the date hereof, Registrant is not a party to any material
pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted during the fourth quarter of the year
ended December 31, 1996 to a vote of security holders, through the solicitation
of proxies or otherwise.
PART II
Item 5. Market for Registrant's Common Equity and Related
-------------------------------------------------
Stockholder Matters.
--------------------
Information with respect to Registrant's common equity is hereby
incorporated by reference to page 26 of Registrant's Annual Report contained in
Appendix A.
Item 6. Selected Financial Data.
------------------------
Selected Financial Data are hereby incorporated by reference to
page 1 of Registrant's Annual Report contained in Appendix A.
Item 7. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations.
--------------------------
Management's Discussion and Analysis are hereby incorporated by
reference to pages 2 to 4 of Registrant's Annual Report contained in Appendix A.
Item 8. Consolidated Financial Statements and Supplementary Data.
---------------------------------------------------------
The following consolidated financial statements and supplementary
data are hereby incorporated by reference to pages 5 to 19 of Registrant's
Annual Report contained in Appendix A:
(i) Report of Independent Accountants.
(ii) Consolidated Balance Sheets as of December 31, 1995 and 1996.
(iii) Consolidated Statements of Income for the years ended December 31,
1994, 1995 and 1996.
(iv) Consolidated Statements of Partners' Capital for the years ended
December 31, 1994, 1995 and 1996.
(v) Consolidated Statements of Cash Flows for the years ended December
31, 1994, 1995 and 1996.
(vi) Notes to Consolidated Financial Statements.
Item 9. Disagreements on Accounting and Financial Disclosure.
-----------------------------------------------------
NONE
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<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
Registrant has no officers or directors. The senior officers and
directors of the Corporate General Partner are as follows:
<TABLE>
<CAPTION>
Has Served as a
Director and/or
Name Age Positions Held Officer Since (1)
---- --- -------------- -----------------
<S> <C> <C> <C>
William Polk Carey 66 Chairman of the Board 4/84
Director
Francis J. Carey 71 President 4/84
Director
George E. Stoddard 80 Chairman of the Investment Committee 4/84
Director
Madelon DeVoe Talley 65 Vice Chairman of the Board 4/86
Director
Lawrence R. Klein 76 Chairman of the Economic Policy 4/84
Committee
Director
Barclay G. Jones III 36 Executive Vice President 4/84
Director
Claude Fernandez 44 Executive Vice President 4/84
Chief Administrative Officer
H. Augustus Carey 39 Senior Vice President 8/88
Anthony S. Mohl 34 Senior Vice President 9/87
John J. Park 32 Senior Vice President 7/91
Treasurer
Michael D. Roberts 45 First Vice President 4/89
Controller
</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. H. Augustus
Carey is the nephew of William Polk Carey 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,
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<PAGE>
Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real Estate and
Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers), head of Real
Estate and Private Placements, Director of Corporate Finance and Vice Chairman
of the Investment Banking Board of duPont Glore Forgan Inc. A graduate of the
University of Pennsylvania's Wharton School of Finance and Commerce, 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, The
James A. Baker III Institute for Public Policy at Rice University, Templeton
College of Oxford 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. Mr. Carey is also a Director of
CPA(R):10, CIP(TM) and CPA(R):12.
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. Prior to joining the firm full-time, he was a senior partner in
Philadelphia, head of the Real Estate Department nationally and a member of the
executive committee of the Pittsburgh based firm of Reed Smith Shaw & McClay,
counsel for Registrant, the General Partners, the CPA(R) Partnerships, W.P.
Carey and some of its affiliates. 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. He has also
served as a member of the Board of Trustees of the Investment Program
Association since 1990 and on the Business Advisory Council of the Business
Council for the United Nations since 1994. He holds A.B. and J.D. degrees from
the University of Pennsylvania. Mr. Carey is also a Director of CPA(R):10 and
CIP(TM).
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.
Madelon DeVoe Talley, Vice Chairman, is a member of the New York
State Controller's Investment Committee, a Commissioner of the Port Authority of
New York and New Jersey, former CIO of New York State Common Retirement Fund and
a Trustee of the New York State Teachers Retirement System. She also served as a
managing director of Rothschild, Inc. and as the President of its asset
management division. Mrs. Talley was also a former Governor of the N.A.S.D. and
a director of Biocraft Laboratories, a New York Stock Exchange company. She is
an alumna of Sarah Lawrence College and the graduate school of International and
Public Affairs at Columbia University.
Lawrence R. Klein, Chairman of the Economic Policy Committee
since 1984, is Benjamin Franklin Professor of Economics Emeritus at the
University of Pennsylvania, having joined the faculty of Economics and the
Wharton School in 1958. He holds earned degrees from the University of
California at Berkeley and Massachusetts Institute of Technology and has been
awarded the Nobel Prize in Economics as well as over 20 honorary degrees.
Founder of Wharton Econometric Forecasting Associates, Inc., Dr. Klein has been
counselor to various corporations, governments, and government agencies
including the Federal Reserve Board and the President's Council of Economic
Advisers.
Barclay G. Jones III, Executive Vice President, Managing
Director, and head of the Investment Department. Mr. Jones joined W.P. Carey as
Assistant to the President in July 1982 after his graduation from the Wharton
School of the University of Pennsylvania, where he majored in Finance and
Economics. He was elected to the Board of Directors of W.P. Carey in April 1992.
Mr. Jones is also a Director of the Wharton Business School Club of New York.
-11-
<PAGE>
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.
H. Augustus Carey, Senior Vice President, returned to W.P. Carey
in 1988 and is President of W.P. Carey's broker-dealer subsidiary. 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, Senior Vice President and Director of Portfolio
Management, joined W.P. Carey & Co., in 1987 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.
John J. Park, Senior Vice President, Treasurer 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.
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 for over 8 years, where he attained the title of audit manager. A
certified public accountant, Mr. Roberts received a B.A. in sociology from
Brandeis University and an M.B.A. from Northeastern University.
Item 11. Executive Compensation.
-----------------------
Under the Amended Agreement of Limited Partnership of Registrant
(the "Agreement"), 5% of Distributable Cash From Operations, as defined, is
payable to the Corporate General Partner and 1% of Distributable Cash From
Operations is payable to the Individual General Partner. The Corporate General
Partner and the Individual General Partner received $229,577 and $46,220,
respectively, from the Registrant as their share of Distributable Cash From
Operations during the year ended December 31, 1996. As owner of 100 Limited
Partnership Units, the Corporate General Partner received cash distributions of
$9,608 ($96.08 per Unit) during the year ended December 31, 1996. See Item 6 for
the net income allocated to the General Partners under the Agreement. Registrant
is not required to pay, and has not paid, any remuneration to the officers or
directors of the Corporate General Partner, W.P. Carey or any other affiliate of
Registrant during the year ended December 31, 1996.
In the future, the Corporate General Partner will continue to
receive 5% of Distributable Cash From Operations, the Individual General Partner
will continue to receive 1% of Distributable Cash From Operations and each
General Partner will continue to be allocated the same percentage of the profits
and losses of Registrant as had been allocated in the past. For a description of
the subordinated interest of the Corporate General Partner and the Individual
General Partner in Cash From Sales and Cash From Financings, reference is made
to the materials contained in the Prospectus under the heading MANAGEMENT
COMPENSATION.
-12-
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
---------------------------------------------------
Management.
----------
As of December 31, 1996, no person owned of record, or was known
by Registrant to own beneficially more than 5% of the Limited Partnership Units
of Registrant.
The following table sets forth as of March 15, 1997 certain
information as to the ownership by directors and executive officers of
securities of Registrant:
<TABLE>
<CAPTION>
Number of Units
Name of and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Limited Partnership
Units of Registrant William Polk Carey (1) 105 units .22%
Francis J. Carey 25 .05
George E. Stoddard
Madelon DeVoe Talley
Barclay G. Jones III
Lawrence R. Klein
Claude Fernandez
H. Augustus Carey 10 .02
Anthony S. Mohl
John J. Park
Michael D. Roberts -- --
All executive officers
and directors as a
group (11 persons) 140 units .29%
=== ====
</TABLE>
(1) As of March 15, 1997, the Corporate General Partner, Carey Corporate
Property, Inc., owned 100 Limited Partnership Units of Registrant. William
Polk Carey, the majority shareholder of the Corporate General Partner, is
the beneficial owner of these Units.
There exists no arrangement, known to Registrant, the operation
of which may at a subsequent date result in a change of control of Registrant.
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
For a description of transactions and business relationships
between Registrant and its affiliates and their directors and officers, see
Notes 2 and 3 to the Consolidated Financial Statements contained in Item 8.
Michael B. Pollack, Senior Vice President and Secretary of the Corporate General
Partner, is a partner of Reed Smith Shaw & McClay which is engaged to perform
legal services for Registrant.
No officer or director of the Corporate General Partner, W.P.
Carey or any other affiliate of Registrant or any member of the immediate family
or associated organization of any such officer or director was indebted to
Registrant at any time since the beginning of Registrant's last fiscal year.
-13-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
------------------------------------------------------
Form 8-K.
---------
(a) 1. Financial Statements:
---------------------
The following financial statements are filed as a part of
this Report:
Report of Independent Accountants.
Consolidated Balance Sheets, December 31, 1995 and 1996.
Consolidated Statements of Income for the years ended December 31, 1994, 1995
and 1996.
Consolidated Statements of Partners' Capital for the years ended December 31,
1994, 1995 and 1996.
Consolidated Statements of Cash Flows for the years ended December 31, 1994,
1995 and 1996.
Notes to Consolidated Financial Statements.
The financial statements are hereby incorporated by reference to pages 5 to
19 of Registrant's Annual Report contained in Appendix A.
(a) 2. Financial Statement Schedule:
-----------------------------
The following schedule is filed as a part of this Report:
Schedule III -Real Estate and Accumulated Depreciation as of December 31,
1996.
Notes to Schedule III.
Schedule III and notes thereto are hereby incorporated by reference to pages
20 to 23 of Registrant's Annual Report contained in Appendix A.
Financial Statement Schedules other than those listed
above are omitted because the required information is given in the Consolidated
Financial Statements or the Notes thereto, or because the conditions requiring
their filing do not exist.
-14-
<PAGE>
(a) 3. Exhibits:
---------
The following exhibits are filed as part of this Report.
Documents other than those designated as being filed herewith are incorporated
herein by reference.
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
3.1 Amended agreement of Limited Partnership Exhibit to Registration
of Registrant dated as of November 26, Statement (Form S-11)
1984. No. 2-92393
4.1 $7,000,000 Promissory Note Secured by Exhibit 4.1 to Form 8-K
Deed of Trust dated February 15, 1985 filed February 28, 1985
from Registrant to E. F. Hutton Life
Insurance Company("Hutton Life").
4.2 Deed of Trust, Assignment of Rents and Exhibit 4.2 to Form 8-K
Security Agreement dated February 14, filed February 28, 1985
1985 from Registrant to Hutton Life.
4.3 Collateral Assignment of Lease dated Exhibit 4.3 to Form 8-K
February 14, 1985 from Registrant to filed February 28, 1985
Hutton Life.
4.4 Seller's/Lessee's Certificate dated Filed as Exhibit 4.1
December 23, 1985 from Gould Inc. to to Registrant's
Registrant. Form 8-K dated
January 6, 1986
4.5 Assignment of Rights in Purchase Filed as Exhibit 4.2
Agreement dated November 21, 1985 to Registrant's
between JB Properties, as Assignor, Form 8-K dated
and Registrant as Assignee. January 6, 1986
4.6 Seller/Lessee's Certificate dated Filed as Exhibit 4.1
January 17, 1986 from Malone & Hyde to Registrant's
to Registrant. Form 8-K dated
January 30, 1986
4.9 Mortgage, Assignment of Leases and Filed as Exhibit 4.3
Security Agreement dated January to Registrant's
30, 1986 between CPA(R):5, as Mortgagor, Form 8-K dated
and Lloyds and Texas Commerce, collectively March 13, 1986
as Mortgagee, on Broomall, PA property.
4.10 Modification Agreement dated March 1, 1986 in Filed as Exhibit 4.4
connection with the Mortgage, Assignment of to Registrant's
Leases and Security Agreement dated Form 8-K dated
January 30, 1986 on Broomall, PA property. March 13, 1986
4.11 Mortgage Assignment of Leases and Filed as Exhibit 4.5
Security Agreement dated January 30, to Registrant's
1986 between CPA(R):5, as Mortgagor, and Form 8-K dated
Lloyds and Texas Commerce, collectively March 13, 1986
as Mortgagee, on Cuyahoga Falls, OH property.
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.12 Modification Agreement dated March 1, 1986 in Filed as Exhibit 4.6
connection with the Mortgage, Assignment of to Registrant's
Leases and Security Agreement dated on Form 8-K dated
January 30, 1986 on Cuyahoga Falls, OH property. March 13, 1986
4.13 Deed of Trust, Assignment of Leases and Filed as Exhibit 4.7
Security Agreement dated January 30, 1986, to Registrant's
between CPA(R):5, as Grantor, and Lawyers Form 8-K dated
Title Insurance, as Trustee on Duffield, VA property. March 13, 1986
4.14 Deed of Trust Modification Agreement dated March 1, Filed as Exhibit 4.8
1986 in connection with the Deed of Trust, to Registrant's
Assignment of Leases and Security Agreement Form 8-K dated
dated January 30, 1986 on Duffield, VA property. March 13, 1986
4.23 $3,700,000 Promissory Note dated January 30, 1986 Filed as Exhibit 4.17
from CPA(R):5, as Payee, to Registrant and to Registrant's Form 8-K
CPA(R):5, collectively 10.1 to 10.6 as Payor. dated March 13, 1986
4.24 $6,000,000 Note dated April 30, 1986 Filed as Exhibit 4.1
from First Southern Federal Savings to Registrant's Form
and Loan Association ("First Southern"), as 8-K dated May 15, 1986
Lender to the Registrant, as Borrower.
4.25 Mortgage and Security Agreement dated as Filed as Exhibit 4.2
of April 30, 1986 between Registrant, as to Registrant's Form
Mortgagor, and First Southern, as Mortgagee, 8-K dated May 15, 1986
(Bessemer and Birmingham, AL Properties).
4.26 Mortgage and Security Agreement dated as of Filed as Exhibit 4.3
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986
4.27 Mortgage and Security Agreement dated as of Filed as Exhibit 4.4
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Decatur, AL Property). 8-K dated May 15, 1986
4.28 Mortgage and Security Agreement dated as of Filed as Exhibit 4.5
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Montgomery, AL Property). 8-K dated May 15, 1986
4.29 Mortgage and Security Agreement dated as of Filed as Exhibit 4.6
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Phenix, AL Property). 8-K dated May 15, 1986
4.30 Deed to Secure Debt dated as of April 30, 1986 Filed as Exhibit 4.7
between Registrant, as Borrower, and First to Registrant's Form
Southern, as Lender (Columbus, GA Property). 8-K dated May 15, 1986
4.31 Deed to Secure Debt dated as of April 30, Filed as Exhibit 4.8
1986 between Registrant and First Southern to Registrant's Form
(Dalton, GA Property). 8-K dated May 15, 1986
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.32 Mortgage and Security Agreement dated as of Filed as Exhibit 4.9
April 30, 1986 between Registrant, as to Registrant's Form
Mortgagor, and First Southern, as Mortgagee 8-K dated May 15, 1986
(Alton, Collinsville, and Wood River, IL Properties).
4.33 Mortgage and Security Agreement dated as of Filed as Exhibit 4.10
April 30, 1986 between Registrant and First to Registrant's Form
Southern (Belleville, IL Property). 8-K dated May 15, 1986
4.34 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.11
Registrant, as Mortgagor, and First Southern, to Registrant's Form
as Mortgagee (Baton Rouge and West Monroe 8-K dated May 15, 1986
Properties).
4.35 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.12
Registrant and First Southern (two Lake to Registrant's Form
Charles Properties). 8-K dated May 15, 1986
4.36 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.13
dated as of April 30, 1986 by Registrant, as to Registrant's Form
Borrower, Michael G. O'Flaherty, as Trustee, 8-K dated May 15, 1986
and First Southern, as Lender (Breckenridge,
Maplewood and Overland, MO Properties).
4.37 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.14
dated as of April 30, 1986 by Registrant, to Registrant's Form
Michael G. O'Flaherty and First Southern 8-K dated May 15, 1986
(St. Louis, MO Property).
4.38 North Carolina Deed of Trust dated as of Filed as Exhibit 4.15
April 30, 1986 by Registrant, as Grantor, to Registrant's Form
Harold D. Parkman, as Trustee, and First 8-K dated May 15, 1986
Southern, as Note Holder (Charlotte, NC
Property).
4.39 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.16
30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form
and First Southern (Gastonia, NC Property). 8-K dated May 15, 1986
4.40 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.17
30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form
and First Southern (Lenoir, NC Property). 8-K dated May 15, 1986
4.41 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.18
30, 1986 by Registrant, Harold D. Parkman to Registrant's Form
and First Southern (Statesville, NC Property). 8-K dated May 15, 1986
4.42 Deed of Trust, Security Agreement and Assignment Filed as Exhibit
4.19 of Rents dated as of April 30, 1986 by Registrant, to Registrant's Form
as Grantor, Charles Odom, as Trustee, and 8-K dated May 15, 1986
First Southern, as beneficiary (Austin, TX
Property).
4.43 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.20
dated as of April 30, 1986 by Registrant, Charles Odom to Registrant's Form
and First Southern (two Corpus Christi, TX Properties). 8-K dated May 15, 1986
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.44 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.21
dated as of April 30, 1986 by Registrant, Charles Odom and to Registrant's Form
First Southern (McAllen and Weslaco, TX Properties). 8-K dated May 15, 1986
4.45 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.22
dated as of April 30, 1986 by Registrant, Charles Odom and to Registrant's Form
First Southern (Nederland and Port Arthur, TX Properties). 8-K dated May 15, 1986
4.46 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.23
dated as of April 30, 1986 by Registrant, Charles Odom to Registrant's Form
and First Southern (San Antonio, TX Property). 8-K dated May 15, 1986
4.47 Deed of Trust, Security Agreement and Assignment of Filed as Exhibit 4.24
Rents dated as of April 30, 1986 by Registrant, Charles to Registrant's Form
Odom and First Southern (Victoria, TX Property). 8-K dated May 15, 1986
4.48 Deed of Trust, Security Agreement and Assignment of Filed as Exhibit 4.25
Rents dated as of April 30, 1986 by Registrant, Charles to Registrant's Form
Odom and First Southern (Waco, TX Property). 8-K dated May 15, 1986
4.49 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.26
dated as of April 30, 1986 by Registrant, Charles to Registrant's Form
Odom and First Southern (West Orange, TX Property). 8-K dated May 15, 1986
4.50 Assignment of Leases and Rents dated as of April 30, Filed as Exhibit 4.27
1986 from Registrant, as Assignor, to First Southern, to Registrant's Form
as Assignee (Bessemer and Birmingham, AL Properties). 8-K dated May 15, 1986
4.51 Assignment of Leases and Rents dated as of Filed as Exhibit 4.28
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986
4.52 Assignment of Leases and Rents dated as of Filed as Exhibit 4.29
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Decatur, AL Property). 8-K dated May 15, 1986
4.53 Assignment of Leases and Rents dated as of Filed as Exhibit 4.30
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Montgomery, AL Property). 8-K dated May 15, 1986
4.54 Assignment of Leases and Rents dated as of Filed as Exhibit 4.31
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Phenix, AL Property). 8-K dated May 15, 1986
4.55 Assignment of Leases and Rents dated as of Filed as Exhibit 4.32
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Columbus, GA Property). 8-K dated May 15, 1986
4.56 Assignment of Leases and Rents dated as of Filed as Exhibit 4.33
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Dalton, GA Property). 8-K dated May 15, 1986
4.57 Assignment of Leases and Rents dated as of April 30, 1986 Filed as Exhibit 4.34
from Registrant to First Southern (Alton, Collinsville to Registrant's Form
and Wood River, IL Properties). 8-K dated May 15, 1986
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.58 Assignment of Leases and Rents dated as of Filed as Exhibit 4.35
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Belleville, IL Property). 8-K dated May 15, 1986
4.59 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.36
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (Baton Rouge, 8-K dated May 15, 1986
LA Property).
4.60 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.37
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (two Lake 8-K dated May 15, 1986
Charles, LA Properties).
4.61 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.38
and Rents dated as of April 30, 1986 from to Registrant's Form
Registrant to First Southern (West Monroe, 8-K dated May 15, 1986
LA Property).
4.62 Assignment of Leases and Rents dated as of Filed as Exhibit 4.39
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Breckenridge, Maplewood and 8-K dated May 15, 1986
Overland, MO Properties).
4.63 Assignment of Leases and Rents dated as of Filed as Exhibit 4.40
April 30. 1986 from Registrant to First to Registrant's Form
Southern (St. Louis, MO Property). 8-K dated May 15, 1986
4.64 Assignment of Leases and Rents dated as of Filed as Exhibit 4.41
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Charlotte, NC Property). 8-K dated May 15, 1986
4.65 Assignment of Leases and Rents dated as of Filed as Exhibit 4.42
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Gastonia, NC Property). 8-K dated May 15, 1986
4.66 Assignment of Leases and Rents dated as of Filed as Exhibit 4.43
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Lenoir, NC Property). 8-K dated May 15, 1986
4.67 Assignment of Leases and Rents dated as of Filed as Exhibit 4.44
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Statesville, NC Property). 8-K dated May 15, 1986
4.68 Assignment of Leases and Rents dated as of Filed as Exhibit 4.45
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Austin, TX Property). 8-K dated May 15, 1986
4.69 Assignment of Leases and Rents dated as of Filed as Exhibit 4.46
April 30, 1986 from Registrant to First to Registrant's Form
Southern (two Corpus Christi Properties). 8-K dated May 15, 1986
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.70 Assignment of Leases and Rents dated as of Filed as Exhibit 4.47
April 30, 1986 from Registrant to First to Registrant's Form
Southern (McAllen and Weslaco, TX Properties). 8-K dated May 15, 1986
4.71 Assignment of Leases and Rents dated as of Filed as Exhibit 4.48
April 30, 1986 from Registrant to First Southern to Registrant's Form
(Nederland and Port Arthur, TX Properties). 8-K dated May 15, 1986
4.72 Assignment of Leases and Rents dated as of Filed as Exhibit 4.49
April 30, 1986 from Registrant to First to Registrant's Form
Southern (San Antonio, TX Property). 8-K dated May 15, 1986
4.73 Assignment of Leases and Rents dated as of Filed as Exhibit 4.50
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Victoria, TX Property). 8-K dated May 15, 1986
4.74 Assignment of Leases and Rents dated as of Filed as Exhibit 4.51
April 30, 1986 from Registrant to First to Registrant's Form
Southern (Waco, TX Property). 8-K dated May 15, 1986
4.75 Assignment of Leases and Rents dated as of Filed as Exhibit 4.52
April 30, 1986 from Registrant to First to Registrant's Form
Southern (West Orange, TX Property). 8-K dated May 15, 1986
4.76 Security Agreement dated as of April 30, 1986 Filed as Exhibit 4.53
between Registrant, as Borrower, and First to Registrant's Form
Southern, as Lender. 8-K dated May 15, 1986
4.77 Master Loan Agreement dated as of April 30, Filed as Exhibit 4.54
1986 between Registrant and First Southern. to Registrant's Form
8-K dated May 15, 1986
4.78 Assignment of Lease from Jeffrey M. Browne Filed as Exhibit 4.1
and Anne M. Browne, dba JB Properties, as to Registrant's Form
Assignor to the Registrant, as Assignee. 8-K dated May 29, 1986
4.89 Mortgage Note dated as of August 7, 1986 Filed as Exhibit 4.6
from Registrant to Union National. to Registrant's Form 8-K
dated August 21, 1986
4.90 Assignment of Leases and Rents dated as of Filed as Exhibit 4.7
August 7, 1986 between Registrant, as to Registrant's Form 8-K
Assignor, and Union National, as Assignee. dated August 21, 1986
4.91 Assignment of Rights in Contract of Sale Filed as Exhibit 4.8
dated as of July 31, 1986 between American to Registrant's Form 8-K
Industrial Warehouse, Inc. and Registrant. dated August 21, 1986
4.92 Agreement to Assign Contract of Sale dated Filed as Exhibit 4.9
as of July 29, 1986 between American to Registrant's Form 8-K
Industrial Warehouses, Inc., as Vendor, dated August 21, 1986
and CPA(R):5, as Vendee.
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.93 Bond Purchase Agreement, dated as of Filed as Exhibit 4.1
December 20, 1984, among Broward County, as to Registrant's Form 8-K
Issuer, Armel, Inc. ("Armel"), as the dated October 1, 1986
Company, and NCNB National Bank of Florida
("NCNB"), as the Purchaser, relating to the
Industrial Development Revenue Bond (the
"Armel, Inc. Project").
4.94 Mortgage and Security Agreement, dated as of Filed as Exhibit 4.2
December 20, 1984, between Armel, as the to Registrant's Form 8-K
Mortgagor, and Broward County, as the dated October 1, 1986
Mortgagee.
4.95 Assignment of Rights, dated as of December Filed as Exhibit 4.3
20, 1984 between Broward County, as to Registrant's Form 8-K
Assignor, and NCNB, as Assignee. dated October 1, 1986
4.96 Installment Purchase Contract, dated as of Filed as Exhibit 4.4
December 20, 1984, between Broward County, to Registrant's Form 8-K
as Issuer, and Armel, as the Company, dated October 1, 1986
relating to the Armel, Inc. Project.
4.97 Corporate Guaranty Agreement, dated as of Filed as Exhibit 4.5
December 28, 1984 by Armel, as Guarantor, to Registrant's Form 8-K
and the subsidiaries of Armel, as dated October 1, 1986
additional Guarantors, to NCNB, as the Bank,
and any subsequent Bond owners, relating
to the Armel, Inc. Project.
4.98 Bond Put Agreement, dated as of December 20, Filed as Exhibit 4.6
1984 from Armel, as Optionor, to NCNB, as to Registrant's Form 8-K
Optionee. dated October 1, 1986
4.99 Letter, dated September 2, 1986, from NCNB, Filed as Exhibit 4.7
as holder of the Mortgage and Security to Registrant's Form 8-K
Agreement dated as of December 20, 1984, to dated October 1, 1986
Registrant, granting its consent to the
purchase of the Armel Property by Registrant
from Armel, and the leasing of the Armel
Property from Registrant to Armel.
4.100 Collateral Assignment of Leases, Rent and Filed as Exhibit 4.8
Profits, made as of September 5, 1986, by to Registrant's Form 8-K
and between Registrant, as Assignor, and dated October 1, 1986
NCNB, as Assignee.
4.101 Certificate of Purchaser, dated September 5, Filed as Exhibit 4.9
1986, from Registrant, as Purchaser, to to Registrant's Form 8-K
Armel, as Seller. dated October 1, 1986
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.102 Assumption and Consent Agreement, dated as Filed as Exhibit 4.10
of September 5, 1986 by and between to Registrant's Form 8-K
Registrant and Armel, collectively as the dated October 1, 1986
Guarantors, with NCNB, as the Bondholder,
and Broward County, as Issuer.
4.103 $2,700,000 Promissory Note dated October 1, Filed as Exhibit 4.1
1986 from the Registrant, as borrower, to to Registrant's Form 8-K
New England Mutual Life Insurance Company dated October 15, 1986
("New England Mutual Life"), as Lender.
4.104 Mortgage and Security Agreement dated as of Filed as Exhibit 4.2
October 1, 1986 between the Registrant, as to Registrant's Form 8-K
Borrower, and New England Mutual Life, as dated October 15, 1986
Lender and Secured Party.
4.105 Assignment of Leases and Rents dated as of Filed as Exhibit 4.3
October 1, 1986 from Registrant, as Borrower, to Registrant's Form 8-K
to New England Mutual Life, as Lender. dated October 15, 1986
4.106 $2,000,000 Promissory Note dated October 8, Filed as Exhibit 4.4
1986 from the Registrant, as Borrower, to to Registrant's Form 8-K
St. Paul Life Insurance Company ("St. Paul dated October 15, 1986
Life"), as Lender.
4.107 Mortgage, Security Agreement and Financing Filed as Exhibit 4.5
Statement dated as of October 8, 1986 between to Registrant's Form 8-K
the Registrant, as Mortgagor, and St. Paul dated October 15, 1986
Life, as Mortgagee and Secured Party.
4.108 Assignment of Rents and Leases dated as of Filed as Exhibit 4.6
October 8, 1986 from the Registrant, as to Registrant's Form 8-K
Assignor, to St. Paul Life, as Assignee. dated October 15, 1986
4.109 $7,000,000 Non-Recourse Cognovit Term Note Filed as Exhibit 4.1
dated December 23, 1986 from the Registrant, to Registrant's Form 8-K
as Borrower, to The Toledo Trust Company dated January 6, 1987
("Toledo Trust"), as Lender.
4.110 Mortgage dated December 23, 1986 between Filed as Exhibit 4.2
the Registrant, as Borrower, and Toledo to Registrant's Form 8-K
Trust, as Lender, for Pinconning, Michigan dated January 6, 1987
property.
4.111 Assignment of Leases and Rents dated Filed as Exhibit 4.3
December 23, 1986 from Registrant, as to Registrant's Form 8-K
Borrower, to Toledo Trust, as Lender for dated January 6, 1987
Pinconning, Michigan property.
4.112 Mortgage dated December 23, 1986 between Filed as Exhibit 4.4
the Registrant, as Borrower, and Toledo to Registrant's Form 8-K
Trust, as Lender, for Toledo, Ohio property. dated January 6, 1987
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.113 Assignment of Leases and Rents dated December 23, Filed as Exhibit 4.5
1986 from Registrant, as Borrower, to Toledo Trust, to Registrant's Form 8-K
as Lender for Toledo, Ohio property. dated January 6, 1987
4.118 Loan Agreement dated May 23, 1987 Filed as Exhibit 4.2
between Registrant, as Borrower, and to Registrant's Form 8-K
First Southern, as Lender. dated May 27, 1987
4.119 Deed of Trust, Assignment of Rents, dated May 13, 1987 Filed as Exhibit 4.3
by Registrant, as Trustor, Ticor Title Insurance Company dated May 27, 1987
of California, as Trustee, and First Southern as
Beneficiary, affecting properties located in Los Angeles
County, California.
4.120 Security Agreement dated May 23, 1987 Filed as Exhibit 4.4
between Registrant, as Debtor, and to Registrant's Form 8-K
First Southern, as Secured Party. dated May 27, 1987
4.121 Assignment of Lessor's Interest in Leases dated May 13, Filed as Exhibit 4.5
1987, from Registrant to First Southern affecting to Registrant's Form 8-K
properties located in Los Angeles County, California. dated May 27, 1987
4.122 $7,250,000 Note dated May 13, 1987, from Filed as Exhibit 4.1
Registrant to First Southern Federal Savings to Registrant's Form 8-K
and Loan Association ("First Southern"). dated May 27, 1987
4.123 Loan Agreement dated May 13, 1987 between Filed as Exhibit 4.2
Registrant, as Borrower, and First Southern, to Registrant's Form 8-K
as Lender. dated May 27, 1987
4.124 Deed of Trust, Assignment of Rents, Security 1987 by Filed as Exhibit 4.3
Registrant, as Trustor, Ticor Title Insurance Company dated May 27, 1987
of California, as Trustee, and First Southern, as
Beneficiary, affecting properties located in Los Angeles
County, California.
4.125 Security Agreement dated May 13, 1987 Filed as Exhibit 4.4
between Registrant, as Debtor, and First to Registrant's Form 8-K
Southern, as Secured Party. dated May 27, 1987
4.126 Assignment of Lessor's Interest in Leases dated May 13, Filed as Exhibit 4.5
1987, from Registrant to First Southern affecting to Registrant's Form 8-K
properties located in Los Angeles County, California. dated May 27, 1987
4.127 $12,000,000 Promissory Note dated November Filed as Exhibit 4.1
16, 1987 from Registrant and CPA(R):7, as to Registrant's Form 8-K
Borrower, to Ford, as Holder. dated February 8, 1988
4.128 Mortgage and Assignment of Leases and Rents and Security Filed as Exhibit 4.2
Agreement dated November 18, 1987 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Mortgagor, and Ford, as Mortgagee. dated February 8, 1988
4.129 $2,000,000 Deed of Trust Note dated January Filed as Exhibit 4.3
21, 1988 from Registrant, as Borrower, to to Registrant's Form 8-K
Altus Bank, N.A., as Lender. dated February 8, 1988
</TABLE>
-23-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
4.130 Deed of Trust dated January 21, 1988 by and among Filed as Exhibit 4.4
Registrant, as Grantor, and Jerry M. Broughton and to Registrant's Form 8-K
Roland V. Lee, Jr., as Trustees. dated February 8, 1988
4.131 Security Agreement dated January 21, 1988 between Filed as Exhibit 4.5
Registrant, as Borrower, and Altus Bank, N.A., as to Registrant's Form 8-K
Lender. dated February 8, 1988
10.1 Agreement of Sale dated February 14, 1985 by and between Exhibit 10.1 to Form 8-K
Victor Equipment Company ("Victor") and Registrant. filed February 28, 1985
10.2 Lease Agreement dated February 15, 1985 between Registrant Exhibit 10.2 to Form 8-K
as landlord and Stoody Company ("Stoody") as tenant. filed February 28, 1985
10.3 Subordination, nondisturbance and Attornment Agreement Exhibit 10.3 to Form 8-K
dated February 15, 1985 among Hutton Life, Registrant filed February 28, 1985
and Stoody.
10.4 Lease Agreement dated August 13, 1985 between Registrant Filed as Exhibit 10.1
and Sunroc Corporation ("Sunroc"). to Registrant's Form 10-Q
dated November 14, 1985
10.5 Memorandum of Lease dated August 13, Filed as Exhibit 10.2
1985 between Registrant and Sunroc. to Registrant's Form 10-Q
dated November 14, 1985
10.6 Guaranty dated August 13, 1985 by Filed as Exhibit 10.3
SFA Acquisition Company to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
10.7 Lease Agreement dated December 23, Filed as Exhibit 10.4
1985 between Registrant, as Lessor, to Registrant's Form 8-K
and Gould Inc., as Lessee. dated January 6, 1986
10.8 Memorandum of Lease dated December 23, Filed as Exhibit 10.5
1985, between Registrant, as Landlord, to Registrant's Form 8-K
and Gould Inc., as Tenant. dated January 6, 1986
10.9 Lease Agreement dated January 17, Filed as Exhibit 10.1
1986 by and between Registrant as to Registrant's Form 8-K
Landlord, and Malone & Hyde, as Tenant. dated January 30, 1986
10.10 Lease Amendment dated January 17, Filed as Exhibit 10.2
1986 between Registrant and Malone to Registrant's Form 8-K
& Hyde. dated January 30, 1986
10.11 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.3
between Registrant, as Landlord, and Malone to Registrant's Form 8-K
& Hyde, as Tenant, for Charlotte, NC property. dated January 30, 1986
10.12 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.4
between Registrant, as Landlord, and Malone to Registrant's Form 8-K
& Hyde, as Tenant, for Gastonia, NC property. dated January 30, 1986
10.13 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.5
between Registrant, as Landlord, and Malone to Registrant's Form 8-K
& Hyde, as Tenant, for Lenoir, NC property. dated January 30, 1986
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
10.14 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.6
between Registrant, as Landlord, and Malone to Registrant's Form 8-K
& Hyde, as Tenant, for Statesville, NC property. dated January 30, 1986
10.15 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.7
between Registrant, as Landlord, and Malone to Registrant's Form 8-K
& Hyde, as Tenant for Austin, TX property. dated January 30, 1986
10.16 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.8
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant, for the two Corpus Christi, TX properties. dated January 30, 1986
10.17 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.9
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant for McAllen and Weslaco, TX properties. dated January 30, 1986
10.18 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.10
between Registrant, as Landlord, and Malone & Hyde, to Registrant's Form 8-K
as Tenant, for Nederland and Port Arthur, TX properties. dated January 30, 1986
10.19 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.11
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant, for San Antonio, TX property. dated January 30, 1986
10.20 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.12
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant for Victoria, TX properties. dated January 30, 1986
10.21 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.13
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant for Waco, TX property. dated January 30, 1986
10.22 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.14
between Registrant, as Landlord, and Malone & to Registrant's Form 8-K
Hyde, as Tenant, for West Orange, TX property. dated January 30, 1985
10.23 Joint Venture Agreement dated January Filed as Exhibit 10.1
30, 1986 between Registrant and CPA(R):5. to Registrant's Form 8-K
dated March 13, 1986
10.24 Lease Agreement dated as of January Filed as Exhibit 10.2
30, 1986 by and between Registrant and to Registrant's Form 8-K
CPA(R):5, collectively as Landlord, and dated March 13, 1986
Lakes Hotel Corporation ("Great Lakes"), March 13, 1986
as Tenant.
</TABLE>
-25-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
10.25 Lease Agreement dated as of March 6, Filed as Exhibit 10.3
1986 by and between Registrant and to Registrant's Form 8-K
CPA(R):5, collectively as Landlord, and dated March 13, 1986
Northwoods Hotel Corporation
("Northwoods"), as Tenant
10.26 Memorandum of Lease dated January 30, Filed as Exhibit 10.4
1986 between Registrant and CPA(R):5, to Registrant's Form 8-K
collectively, as Landlord, and Great dated March 13, 1986
Lakes, as Tenant.
10.27 Memorandum of Lease dated March 6, Filed as Exhibit 10.5
1986 between Registrant and CPA(R):5, to Registrant's Form 8-K
as Landlord, and Northwoods, as dated March 13, 1986
Tenant.
10.28 Lease Guaranty dated January 30, Filed as Exhibit 10.6
1986 from Landmark Hotel Corporation to Registrant's Form 8-K
("Landmark"), as Guarantor, to dated March 13, 1986
Registrant and CPA(R):5, collectively, as Landlord.
10.29 Lease Guaranty dated March 6, 1986 Filed as Exhibit 10.7
from Landmark, as Guarantor, to to Registrant's Form 8-K
Registrant and CPA(R):5, collectively as dated March 13, 1986
Landlord.
10.30 Lease Agreement dated April 30, 1986 between Filed as Exhibit 10.1
Registrant, as Landlord, and Malone & Hyde, to Registrant's Form
as Tenant. 8-K dated May 15, 1986
10.31 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.2
1986 between Registrant and Malone & Hyde to Registrant's Form
(Bessemer and Birmingham, AL Properties). 8-K dated May 15, 1986
10.32 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.3
1986 between Registrant and Malone & Hyde to Registrant's Form
(Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986
10.33 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.4
1986 between Registrant and Malone & Hyde to Registrant's Form
(Decatur, AL Property). 8-K dated May 15, 1986
10.34 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.5
1986 between Registrant and Malone & Hyde to Registrant's Form
(Montgomery, AL Property). 8-K dated May 15, 1986
10.35 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.6
1986 between Registrant and Malone & Hyde to Registrant's Form
(Phenix, AL Property). 8-K dated May 15, 1986
10.36 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.7
1986 between Registrant and Malone & Hyde to Registrant's Form
(Columbus, GA Property). 8-K dated May 15, 1986
</TABLE>
-26-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
10.37 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.8
1986 between Registrant and Malone & Hyde to Registrant's Form
(Dalton, GA Property). 8-K dated May 15, 1986
10.38 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.9
1986 between Registrant and Malone & Hyde to Registrant's Form
(Alton, Collinsville and Wood River, 8-K dated May 15, 1986
IL Properties).
10.39 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.10
1986 between Registrant and Malone & Hyde to Registrant's Form
(Belleville, IL Property). 8-K dated May 15, 1986
10.40 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.11
1986 between Registrant and Malone & Hyde to Registrant's Form
(Baton Rouge, LA Property). 8-K dated May 15, 1986
10.41 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.12
1986 between Registrant and Malone & Hyde to Registrant's Form
(Two Lake Charles, LA Properties). 8-K dated May 15, 1986
10.42 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.13
1986 between Registrant and Malone & Hyde to Registrant's Form
(West Monroe, LA Property). 8-K dated May 15, 1986
10.43 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.14
1986 between Registrant and Malone & Hyde to Registrant's Form
(Breckenridge, Maplewood, Overland and 8-K dated May 15, 1986
St. Louis, MO Properties).
10.44 Lease Agreement between JB Properties, as Filed as Exhibit 10.1
Lessor, and Gould Inc. ("Gould"), as Lessee. to Registrant's Form
8-K dated May 29, 1986
10.45 Lease Agreement dated as of June 18, 1986 Filed as Exhibit 10.1
between Registrant, as Landlord, and to Registrant's Form
Peerless, as Tenant. 8-K dated July 2, 1986
10.46 Memorandum of Lease made as of June 18, 1986 Filed as Exhibit 10.2
between Registrant and Peerless. to Registrant's Form
8-K dated July 2, 1986
10.47 Lease Agreement dated as of August 7, 1986 Filed as Exhibit 10.1
between Registrant, as Landlord, and Pace, to Registrant's Form 8-K
as Tenant. dated August 21, 1986
10.48 Memorandum of Lease made as of August 7, 1986 Filed as Exhibit 10.2
between Registrant and Pace. to Registrant's Form 8-K
dated August 21, 1986
10.49 Lease Agreement dated as of July 29, 1986 Filed as Exhibit 10.3
between Registrant and GCC Minnesota. to Registrant's Form 8-K
dated August 21, 1986
</TABLE>
-27-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
10.50 Memorandum of Lease made as of July 29, 1986 Filed as Exhibit 10.4
between Registrant and GCC Minnesota. to Registrant's Form 8-K
dated August 21, 1986
10.51 Lease Guaranty dated as of July 29, 1986 Filed as Exhibit 10.5
from GCC as Guarantor to Registrant, as to Registrant's Form 8-K
Landlord. dated August 21, 1986
10.52 Lease Agreement dated as of September 5, 1986 Filed as Exhibit 10.1
by and between Registrant, as Landlord, and to Registrant's Form 8-K
Armel, as Tenant. dated October 1, 1986
10.53 Rider to Lease Agreement, dated as of Filed as Exhibit 10.2
September 5, 1986. to Registrant's Form 8-K
dated October 1, 1986
10.54 Memorandum of Lease, made as of September 5, Filed as Exhibit 10.3
1986, between Registrant and Armel. to Registrant's Form 8-K
dated October 1, 1986
10.55 Lease Agreement dated December 23, 1986 by Filed as Exhibit 10.1
and between Registrant, as Landlord, to Registrant's Form 8-K
and AP, as Tenant. dated January 6, 1987
10.56 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.2
between Registrant, as Landlord, and AP, as to Registrant's Form 8-K
Tenant, for Pinconning, Michigan property. dated January 6, 1987
10.57 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.3
between Registrant, as Landlord, and AP, as to Registrant's Form 8-K
Tenant, for Toledo, Ohio property. dated January 6, 1987
10.58 Lease Agreement dated February 24, 1987 Filed as Exhibit 10.1
by and between Registrant, as Landlord, and to Registrant's Form 8-K
Anthony's, as Tenant. dated March 10, 1987
10.59 Memorandum of Lease dated February 24, 1987 Filed as Exhibit 10.2
between Registrant, as Landlord, and to Registrant's Form 8-K
Anthony's, as Tenant. dated March 10, 1987
10.60 Lease Agreement dated November 16, 1987 by Filed as Exhibit 10.1
and between Registrant and CPA(R):7, as to Registrant's Form 8-K
Landlord, and Brock, as Tenant. dated February 8, 1988
10.61 Assignment of Leases and Rents dated January Filed as Exhibit 10.2
21, 1988 from Registrant, as Assignor, to to Registrant's Form 8-K
Altus Bank, N.A., as Assignee. dated February 8, 1988
10.62 Lease Agreement dated March 10, 1988 Filed as Exhibit 10.62
by and between Registrant and as to Registrant's Form 10-K
Landlord, and Winn-Dixie, as Tenant. dated March 30, 1988
</TABLE>
-28-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
10.63 Lease Guaranty dated March 10, 1988 Filed as Exhibit 10.63
from Winn-Dixie Stores, as Guarantor, to Registrant's Form 10-K
to Registrant, as Lessor. dated March 30, 1988
28.1 Bill of Sale dated February 14, 1985 Exhibit 28.1 to Form 8-K
from Stoody to Victor. filed February 28, 1985
28.2 Bill of Sale dated February 14, 1985 Exhibit 28.2 to Form 8-K
from Victor to Registrant. filed February 28, 1985
28.3 Corporation Grant Deed dated February Exhibit 28.3 to Form 8-K
14, 1985 from Stoody to Victor. filed February 28, 1985.
28.4 Corporation Grant Deed dated February Exhibit 28.4 to Form 8-K
14, 1985 from Victor to Registrant. filed February 28, 1985.
28.5 Deed dated July 12, 1985 between Filed as Exhibit 28.1
LaSalle National Bank (LaSalle") and to Registrant's Form 10-Q
Registrant. dated November 14, 1985
28.6 Bill of Sale dated August 16, 1985 by Filed as Exhibit 28.2
Telkee, Inc. ("Telkee") to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
28.7 Seller's Certificate dated August 16, Filed as Exhibit 28.3
1985 by Telkee to Registrant. to Registrant's Form 10-Q
dated November 14, 1985
28.8 Lesee's Certificate dated August 16, Filed as Exhibit 28.4
1985 by Sunroc to Registrant. to Registrant's Form 10-Q
Form 10-Q dated
November 14, 1985
28.9 Deed dated December 19, 1985 from Filed as Exhibit 28.5
Gould Inc. to Registrant. to Registrant's Form 8-K
Form 8-K dated
January 6, 1986
28.10 Bill of Sale dated December 23, 1985 Filed as Exhibit 28.6
from Gould Inc. to Registrant. to Registrant's
Form 8-K dated
January 6, 1986
28.11 Purchase Agreement dated July 25, 1985 Filed as Exhibit 28.7
by Gould Inc., as Seller, with JB to Registrant's
Properties, as Buyer. Form 8-K dated
January 6, 1986
28.12 North Carolina General Warranty Deed Filed as Exhibit 28.1
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor and From 8-K dated
Registrant, as Grantee, for Charlotte, January 6, 1986
</TABLE>
-29-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.13 North Carolina General Warranty Deed Filed as Exhibit 28.2
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for Gastonia, January 30, 1986
NC property.
28.14 North Carolina General Warranty Deed Filed as Exhibit 28.3
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for Lenoir, January 30, 1986
NC property.
28.15 North Carolina General Warranty Deed Filed as Exhibit 28.4
dated January 17, 1986 by and between to Registrant's
Malone & Hyde, as Grantor, and Form 8-K dated
Registrant, as Grantee, for January 30, 1986
Austin, TX property.
28.16 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.5
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Austin, TX property. January 30, 1986
28.17 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.6
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Corpus Christi (Unit No. 1328), TX January 30, 1986
property.
28.18 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.7
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Corpus Christi (Unit No. 1344), TX January 30, 1986
property.
28.19 Warranty Deed dated January 17,1986 Filed as Exhibit 28.8
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as grantee, for Form 8-K dated
McAllen, TX property. January 30, 1986
28.20 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.9
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
McAllen TX property. January 30, 1986
28.21 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.10
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Port Arthur, TX property. January 30, 1986
28.22 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.11
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
San Antonio, TX property. January 30, 1986
</TABLE>
-30-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.23 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.12
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Victoria, TX property. January 30, 1986
28.24 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.13
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee, for Form 8-K dated
Waco, TX property. January 30, 1986
28.25 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.14
between Malone & Hyde, as Grantor, to Registrant's
and Registrant, as Grantee for Form 8-K dated
Weslaco, TX property. January 30, 1986
28.26 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.15
between Malone & Hyde, as Grantor to Registrant's
and Registrant, as Grantee for Form 8-K dated
West Orange, TX property. January 30, 1986
28.27 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.16
from Malone & Hyde to Registrant for to Registrant's
Charlotte, NC property. Form 8-K dated
January 30, 1986
28.28 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.17
from Malone & Hyde to Registrant for to Registrant's
Gastonia, NC property. Form 8-K dated
January 30, 1986
28.29 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.18
from Malone & Hyde to Registrant for to Registrant's
Lenoir, NC property. Form 8-K dated
January 30, 1986
28.30 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.19
from Malone & Hyde to Registrant for to Registrant's
Statesville, NC property. Form 8-K dated
January 30, 1986
28.31 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.20
from Malone & Hyde to Registrant for to Registrant's
Austin, TX property. Form 8-K dated
January 30, 1986
28.32 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.21
from Malone & Hyde to Registrant for to Registrant's
Corpus Christi (Unit No. 1328, TX Form 8-K dated
property. January 30, 1986
28.33 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.22
from Malone & Hyde to Registrant for to Registrant's
Corpus Christi (Unit No. 1344), TX From 8-K dated
property. January 30, 1986
</TABLE>
-31-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.34 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.23
from Malone & Hyde to Registrant for to Registrant's
McAllen, TX property. Form 8-K dated
January 30, 1986
28.35 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.24
from Malone & Hyde to Registrant for to Registrant's
Nederland, TX property. Form 8-K dated
January 30, 1986
28.36 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.25
from Malone & Hyde to Registrant for to Registrant's
Port Arthur, TX property. From 8-K dated
January 30, 1986
28.37 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.26
from Malone & Hyde to Registrant for to Registrant's
San Antonio, TX property. Form 8-K dated
January 30, 1986
28.38 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.27
from Malone & Hyde to Registrant for to Registrant's
Victoria, TX property. Form 8-K dated
January 30, 1986
28.39 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.28
from Malone & Hyde to Registrant for to Registrant's
Waco, TX property. Form 8-K dated
January 30, 1986
28.40 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.29
from Malone & Hyde to Registrant for to Registrant's
Weslaco, TX property. Form 8-K dated
January 30, 1986
28.41 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.30
from Malone & Hyde to Registrant for to Registrant's
West Orange, TX property. From 8-K dated
January 30, 1986
28.42 Waranty Deed dated January 30, 1986 Filed as Exhibit 28.1
among Adventure Restaurant Corporation to Registrant's
("Adventure"), Registrant and CPA(R):5. Form 8-K dated
March 13, 1986
28.43 Waranty Deed dated March 6, 1986 Filed as Exhibit 28.2
among Adventure, Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
28.44 Bill of Sale dated January 30, 1986 Filed as Exhibit 28.3
from Adventure to Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
</TABLE>
-32-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.45 Bill of Sale dated March 6, 1986 Filed as Exhibit 28.4
Adventure to Registrant and CPA(R):5. to Registrant's
Form 8-K dated
March 13, 1986
28.46 Seller/Lessee.s Certificate dated as of Filed as Exhibit 28.1
April 30, 1986 from Malone & Hyde to to Registrant's Form
Registrant. 8-K dated May 15, 1986
28.47 Bill of Sale dated as of April 30, 1986 Filed as Exhibit 28.2
from Malone & Hyde to Registrant (Bessemer, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.48 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.3
Malone & Hyde to Registrant (Birmingham, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.49 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.4
Malone & Hyde to Registrant (Chickasaw, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.50 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.5
Malone & Hyde to Registrant (Decatur, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.51 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.6
Malone & Hyde to Registrant (Mobile, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.52 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.7
Malone & Hyde to Registrant (Montgomery, to Registrant's Form
AL Property). 8-K dated May 15, 1986
28.53 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.8
Malone & Hyde to Registrant (Phenix, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.54 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.9
Malone & Hyde to Registrant (Columbus, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.55 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.10
Malone & Hyde to Registrant (Dalton, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.56 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.11
Malone & Hyde to Registrant (Alton, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.57 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.12
Malone & Hyde to Registrant (Belleville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
</TABLE>
-33-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.58 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.13
Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.59 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.14
Malone & Hyde to Registrant (Wood River, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.60 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.15
Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.61 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.16
Malone & Hyde to Registrant (Medora St., to Registrant's Form
Lake Charles, LA Properties). 8-K dated May 15, 1986
28.62 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.17
Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form
Lake Charles, LA Property). 8-K dated May 15, 1986
28.63 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.18
Malone & Hyde to Registrant (West Monroe, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.64 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.19
Malone & Hyde to Registrant (Breckenridge, to Registrant's Form
MO Property). 8-K dated May 15, 1986
28.65 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.20
Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.66 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.21
Malone & Hyde to Registrant (Overland, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.67 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.22
Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.68 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.23
Malone & Hyde, as Grantor, to Registrant, as to Registrant's Form
Grantee (Bessemer, AL Property). 8-K dated May 15, 1986
28.69 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.24
Malone & Hyde to Registrant (Birmingham, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.70 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.25
Malone & Hyde to Registrant (Chickasaw, AL to Registrant's Form
Property). 8-K dated May 15, 1986
</TABLE>
-34-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.71 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.26
Malone & Hyde to Registrant (Decatur, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.72 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.27
Malone & Hyde to Registrant (Mobile, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.73 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.28
Malone & Hyde to Registrant (Montgomery, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.74 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.29
Malone & Hyde to Registrant (Phenix, AL to Registrant's Form
Property). 8-K dated May 15, 1986
28.75 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.30
Malone & Hyde to Registrant (Columbus, GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.76 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.31
Malone & Hyde to Registrant (Dalton. GA to Registrant's Form
Property). 8-K dated May 15, 1986
28.77 Warranty Deed dated as ot April 30, 1986 from Filed as Exhibit 28.32
Malone & Hyde to Registrant (Alton, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.78 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.33
Malone & Hyde to Registrant (Belleville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.79 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.34
Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.80 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.35
Malone & Hyde to Registrant (Wood River, IL to Registrant's Form
Property). 8-K dated May 15, 1986
28.81 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.36
Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form
Property). 8-K dated May 15, 1986
28.82 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.37
Malone & Hyde to Registrant (Medora St., Lake to Registrant's Form
Charles, LA Property). 8-K dated May 15, 1986
28.83 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.38
Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form
Lake Charles, LA Property). 8-K dated May 15, 1986
</TABLE>
-35-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.84 Cash Deed dated as of April 30, 1986 from Filed as Exhibit 28.39
Malone & Hyde to Registrant (West Monroe, to Registrant's Form
LA Property). 8-K dated May 15, 1986
28.85 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.40
Malone & Hyde to Registrant (Breckenridge, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.86 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.41
Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.87 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.42
Malone & Hyde to Registrant (Overland, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.88 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.43
Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form
Property). 8-K dated May 15, 1986
28.89 Letter dated April 30, 1986 from First Filed as Exhibit 28.44
Southern to Registrant regarding the to Registrant's Form
understanding that interest on the Note will 8-K dated May 15, 1986
begin accruing as of the date of the wiring
of the funds.
28.90 Letter dated April 30, 1986 from Registrant Filed as Exhibit 28.45
to Malone & Hyde and agreed to by First to Registrant's Form
Southern regarding the understanding that the 8-K dated May 15, 1986
Lease will commence as of the date of the
wiring of the funds.
28.91 Seller's Certificate from Jeffrey M. Browne Filed as Exhibit 28.1
and Anne M. Browne, collectively as Seller, to Registrant's Form
to Registrant, as Purchaser. 8-K dated May 29, 1986
28.92 Lessee's Certificate from Gould, as Lessee, Filed as Exhibit 28.2
to Registrant, as Lessor. to Registrant's Form
8-K dated May 29, 1986
28.93 Deed between Jeffrey M. Browne and Anne M. Filed as Exhibit 28.3
Browne, as Transferor and Registrant, as to Registrant's Form
Transferee. 8-K dated May 29, 1986
28.94 Bill of Sale from Jeffrey M. Browne and Filed as Exhibit 28.4
Anne M. Browne to Registrant. to Registrant's Form
8-K dated May 29, 1986
28.95 Bill of Sale dated June 18, 1986 from Filed as Exhibit 28.1
Peerless to Registrant. to Registrant's Form
8-K dated July 2, 1986
</TABLE>
-36-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.96 Warranty Deed dated June 18, 1986 from Filed as Exhibit 28.2
Peerless to Registrant. to Registrant's Form
8-K dated July 2, 1986
28.97 Seller/Lessee's Certificate from Peerless to Filed as Exhibit 28.3
Registrant dated June 18, 1986. to Registrant's Form
8-K dated July 2, 1986
28.98 Certificate dated June 18, 1986 from Peerless Filed as Exhibit 28.4
to Northwestern and Western States. to Registrant's Form
8-K dated July 2, 1986
28.99 Certificate dated June 18, 1986 from Filed as Exhibit 28.5
Registrant to Northwestern and to Registrant's Form
Western States. 8-K dated July 2, 1986
28.100 Bill of Sale dated as of August 7, 1986 Filed as Exhibit 28.1
from Pace to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.101 Deed dated as of August 7, 1986 from Pace Filed as Exhibit 28.2
to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.102 Seller/Lessee s Certificate dated as of Filed as Exhibit 28.3
August 7, 1986 from Pace to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.103 Bill of Sale dated as of July 30, 1986 from Filed as Exhibit 28.4
GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.104 Warranty Deed dated as of July 29, 1986 from Filed as Exhibit 28.5
GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.105 Seller's Certificate dated as of July 29, Filed as Exhibit 28.6
1986 from GCC Minnesota to Registrant. to Registrant's Form 8-K
dated August 21, 1986
28.106 Indemnity Agreement dated as of Filed as Exhibit 28.7
July 30, 1986. to Registrant's Form 8-K
dated August 21, 1986
28.107 Registrant's Current Report on Form 8-K Filed as Exhibit 28.8
dated January 6, 1986. to Registrant's Form 8-K
dated August 21, 1986
28.108 Bill of Sale, dated September 5, 1986, from Filed as Exhibit 28.1
Armel to Registrant. to Registrant's Form 8-K
dated October 1, 1986
</TABLE>
-37-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.109 Warranty Deed, made as of September 5, 1986, Filed as Exhibit 28.2
by Armel, as Grantor, to Registrant, as to Registrant's Form 8-K
Grantee. dated October 1, 1986
28.110 Seller/Lessee's Certificate, dated September Filed as Exhibit 28.3
5, 1986, from Armel, as Seller, to Registrant to Registrant's Form 8-K
as Purchaser. dated October 1, 1986
28.111 Escrow Letter from Greenburg, Traurig, Askew, Filed as Exhibit 28.4
Hoffman, Lipoff, Rosen & Quentel, P.A., to Registrant's Form 8-K
acknowledged and consented to on September dated October 1, 1986
3, 1986, by Armel and Registrant.
28.112 Escrow Trust Instructions dated October, 1986 Filed as Exhibit 28.1
to Chicago Title and Trust Company, as Escrow to Registrant's Form 8-K
Trustee, from Registrant and Focus Real Estate dated October 15, 1986
Finance Company, on behalf of St. Paul Life.
28.113 Letter dated October 6, 1986 from Fidelity Filed as Exhibit 28.2
Bank to St. Paul Life confirming that Folger to Registrant's Form 8-K
Adam, as Tenant, is not in default under the dated October 15, 1986
Credit Agreement referred to in the Assignment
of Tenant's Interest in Leases.
28.114 Letter dated October 8, 1986 from St. Paul Filed as Exhibit 28.3
Life to Registrant in connection with the to Registrant's Form 8-K
mortgage loan. dated October 15, 1986
28.115 Bill of Sale dated December 23, 1986 from Filed as Exhibit 28.1
AP to Registrant. to Registrant's Form 8-K
dated January 6, 1987
28.116 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.2
by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K
for Pinconning, Michigan property. dated January 6, 1987
28.117 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.3
by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K
for Toledo, Ohio property. dated January 6, 1987
28.118 Seller/Tenant's Certificate dated December Filed as Exhibit 28.4
23, 1986, from AP, as Seller, to Registrant, to Registrant's Form 8-K
as Purchaser. dated January 6, 1987
28.119 Corporation Grant Deed, made as of February Filed as Exhibit 28.1
20, 1987, by Anthony's, as Grantor, to to Registrant's Form 8-K
Registrant, as Grantee. dated March 10, 1987
28.120 Seller's/Lessee's Certificate dated February Filed as Exhibit 28.2
24, 1987, from Anthony's, as Seller, to to Registrant's Form 8-K
Registrant, as Purchaser. dated March 10, 1987
</TABLE>
-38-
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------- ----------- ---------
<S> <C> <C>
28.121 Deed dated November 12, 1987 between Filed as Exhibit 28.1
Northwestern, as Transferor, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Transferee. dated February 8, 1988
28.122 Bill of Sale dated November 12, 1987 from Filed as Exhibit 28.2
Northwestern, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Purchaser. dated February 8, 1988
28.123 Seller's Certificate dated November 16, 1987 Filed as Exhibit 28.3
from Northwestern, as seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated February 8, 1988
28.124 Lessee's Certificate dated November 16, 1987 Filed as Exhibit 28.4
from Brock, as Lessee, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Lessor. dated February 8, 1988
28.125 Warranty Deed dated March 10, 1988 Filed as Exhibit 28.125
between Winn-Dixie, as Grantor, and to Registrant's Form 10-K
Registrant, as Grantee. dated March 30, 1988
28.126 Bill of Sale dated March 10, 1988 Filed as Exhibit 28.126
from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K
as Purchaser. dated March 30, 1988
28.127 Seller's Certificate date March 10, 1988 Filed as Exhibit 28.127
from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K
as Purchaser. dated March 30, 1988
28.128 Prospectus of Registrant Filed as Exhibit 28.128
dated November 30, 1984. to Registrant's Form 10-K/A
Amendment No. 1
28.129 Press release dated June 30, 1993 Filed as Exhibit 28.1 to
announcing the suspension of secondary Form 8-K dated July 12, 1993
market sales of Limited Partnership Units.
</TABLE>
(b) Reports on Form 8-K
--------------------
During the quarter ended December 31, 1996 the Registrant was not
required to file any reports on Form 8-K.
-39-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
BY: CAREY CORPORATE PROPERTY, INC.
04/03/97 BY: /s/ Claude Fernandez
-------- ------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
BY: CAREY CORPORATE PROPERTY, INC.
William P. Carey
Chairman of the Board
and Director
(Principal Executive Officer)
Francis J. Carey
President and Director
George E. Stoddard BY: /s/ George E. Stoddard
Chairman of the Investment George E. Stoddard
Committee and Director Attorney in fact
April 3, 1997
Dr. Lawrence R. Klein
Chairman of the Economic Policy
Committee and Director
Madelon DeVoe Talley
Vice Chairman of the Board of
Directors and Director
04/03/97 BY: /s/ Claude Fernandez
-------- ---------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
04/03/97 BY: /s/ Michael D. Roberts
-------- ----------------------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
</TABLE>
-40-
<PAGE>
APPENDIX A TO FORM 10-K
CORPORATE PROPERTY ASSOCIATES 6
- A CALIFORNIA LIMITED PARTNERSHIP
AND SUBSIDIARIES
1996 ANNUAL REPORT
<PAGE>
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
(In thousands except per unit amounts)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues $14,177 $15,387 $15,694 $16,738 $16,537
Income before
extraordinary gain (1) 4,254 3,920 3,099 5,771 6,025
Income before
extraordinary gain
allocated:
To General Partners 255 235 186 347 428
To Limited Partners 3,999 3,685 2,913 5,424 5,597
Per unit 83.40 76.85 60.76 113.16 116.78
Distributions attributable (2):
To General Partners 279 281 281 286 295
To Limited Partners 4,368 4,406 4,429 4,483 4,629
Per unit 91.10 91.88 92.26 93.53 96.58
Payment of mortgage
principal (3) 1,072 1,300 1,331 1,356 1,156
BALANCE SHEET DATA:
Total assets 96,244 92,570 90,186 88,422 88,154
Long-term
obligations (4) 50,054 51,362 36,603 36,298 34,279
</TABLE>
(1) Net income for 1995 includes an extraordinary gain on the extinguishment of
debt of $2,088,000.
(2) Includes distributions attributable to the fourth quarter of each fiscal
year payable in the following fiscal year less distributions in the first
fiscal quarter applicable to the prior year.
(3) Represents scheduled payment of mortgage principal paid.
(4) Represents mortgage and note payable obligations due after more than one
year.
-1-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
Results of Operations
---------------------
Net income for the year ended December 31, 1996 decreased by
$1,834,000 as compared with net income in 1995. Excluding the effects of a
nonrecurring other income item of $688,000 and an extraordinary gain of
$2,088,000 both in 1995, income would have increased by $942,000. The increase
in income, as adjusted was primarily due to decreases in interest, property and
general and administrative expenses and an increase in lease revenues. This was
partially offset by an increase in depreciation expense.
The decrease in interest expense was due to the satisfaction of
the mortgage loans on the Stoody Deloro Stellite, Inc. ("Stoody"), Anthony's
Manufacturing, Inc. ("Anthony's") and the Peerless Chain Company ("Peerless")
properties in 1995 and the refinancing of an existing mortgage loan on the
property leased to Wal-Mart Stores, Inc. ("Wal-Mart") in 1996. The Stoody and
Anthony's loans were paid off, in part by obtaining $10,000,000 of recourse
financing; however, overall interest on this obligation was lower than the
interest incurred on the retired mortgage loans. The decrease in property
expenses was primarily due to the provision for uncollected rents incurred on
the lease with Folger Adam Company ("Folger Adam") in 1995 and the legal costs
incurred in connection with the settlement of the Anthony's dispute in 1995. The
decrease in general and administrative expenses was due to a decrease in legal
costs, provisions for state taxes and office occupancy costs. Lease revenues
increased due to rent increases on the Partnership's leases with Peerless,
Wal-Mart and Armel Inc. in 1996 and leases with Motorola Inc. ("Motorola") and
Stoody in 1995. Lease revenues also benefited from increased rent from the A.P.
Parts Manufacturing ("AP Parts") lease in connection with the Partnership's
funding of improvements in January 1996 at one of the A.P. Parts properties. The
increase in depreciation expense was due to the classification of the new lease
with Yale Security, Inc. ("Yale") as an operating lease. In March 1996, Yale
entered into a lease with the Partnership for the Partnership's property in
Lemont, Illinois after purchasing the operations of Folger Adam in a bankruptcy
proceeding. Depreciation also increased due to the funding of $1,700,000 of
improvements at A.P. Parts.
Earnings from the Partnership's hotel operations increased by
$120,000 to $1,154,000 as compared with 1995, an increase of approximately 12%.
Operating income from the Alpena and Petoskey hotels increased 7% and 11%,
respectively, for the year ended December 31, 1996 as compared with 1995. The
average room rate remained stable at the Alpena hotel with the occupancy rate
increasing by 6% resulting in both a 5% increase in room revenue and a 4%
increase in food and beverage revenue. There was a 14% increase in the occupancy
rate at the Petoskey hotel; however, the average room rate decreased by 9%.
Petoskey also benefited from a decrease in operating expenses. The decrease in
Petoskey room rates was the result of increased competition from other resorts.
The earnings of the Livonia hotel increased by 13% as a result of a 6% increase
in revenues and only a 3% increase in expenses. The increase in revenues was due
to an increase of 10% in overall average room rates, with increases sustained in
each room rate category. The ability to raise rates was due to favorable
economic and business conditions in the Detroit metropolitan area.
Net income for the year ended December 31, 1995 increased by
$4,760,000 as compared with net income for the year ended December 31, 1994. Of
the increase, $2,776,000 was due to the Partnership's successful settlement of
its dispute with Anthony's and the related gain on the prepayment of the
mortgage loan on the Anthony's properties, which was paid off at a substantial
discount. Excluding the effect of these settlement transactions and $225,000
that the Partnership received in 1994 as a settlement relating to the 1992 lease
termination at the Livonia, Michigan hotel property, income reflected an
increase of $2,209,000 from the prior year.
The increase in income, as adjusted for 1995, was primarily due
to a decrease in property expenses and, to a lesser extent, an increase in lease
revenues and a decrease in interest expense. The decrease in property expenses
was due to costs incurred in 1994 in connection with (i) the Partnership's
assessment of liquidity alternatives which included environmental reviews and
property valuations, (ii) costs incurred in the Anthony's dispute prior to the
commencement of settlement negotiations and (iii) charges incurred for
uncollected Anthony's rent. As a result of the Anthony's settlement in May 1995,
the Partnership ultimately collected most of such uncollected rents. The
increase in lease revenues was due to rental
-2-
<PAGE>
increases on the Partnership's leases with Stoody and the Folger Adam and
increased rent resulting from a modification of the AutoZone, Inc. ("AutoZone")
lease. The decrease in interest expense was due to lower overall loan balances
as the result of the satisfaction of the mortgage loans on the Stoody and
Anthony's properties, the payoff of which was partially funded with a new loan
that is a recourse obligation of the Partnership.
Earnings from the Partnership's hotel operations decreased by
$41,000 to $1,034,000 as compared with 1994, a decrease of approximately 4%. The
occupancy rate at the Petoskey, Michigan hotel declined to 43% in 1995 from 47%
in 1994 due to increased competition from a nearby resort area. The Partnership
was only able to increase the average room rate at Petoskey by slightly less
than 1% in 1995. Occupancy rates at the Alpena, Michigan hotel property remained
stable at 55% and the Partnership was able to increase the average room rate by
slightly less than 5%. Occupancy and average room rates at the Livonia hotel
increased by 2% and 8%, respectively. The operations in Alpena and Petoskey are
seasonal in nature with the largest proportion of income being earned in the
summer months. The operations of the Livonia hotel which represented 61% of
hotel revenues and 72% of hotel earnings are not seasonal in nature, but, as
noted, are affected by the economic conditions in the Detroit metropolitan area.
In connection with funding of the expansion of the A.P. Parts
property in Toledo, Ohio, the Partnership refinanced an existing mortgage loan
on the A.P. Parts properties and entered into a lease modification agreement.
The effect of the lease modification and new mortgage financing increased cash
flow from the A.P. Parts properties by $336,500 annually. Future cash flow will
benefit from rent increases on the Partnership's leases with Anthony's in 1998,
and Motorola and Lockheed Martin Corporation in 1999. Cash flow also benefited
from the reamortization of the AutoZone mortgage loan after such loan was
partially prepaid with proceeds from the sale of two properties. The
Partnership's $10,000,000 note payable is a variable rate obligation and
interest will vary based on the short-term interest rate environment.
Because of the long-term nature of the Partnership's net leases,
inflation and changing prices should not unfavorably affect the Partnership's
revenues and net income or have an impact on the continuing operations of the
Partnership's properties. The Partnership's net leases have rent increases based
on the Consumer Price Index ("CPI") and may have caps on such CPI increases, or
sales overrides, which should increase operating revenues in the future. The
moderate increases in the CPI over the past several years will affect the rate
of such future rent increases. Although there are indications that there may be
legislation which considers changes to the CPI methodology, the Partnership
cannot predict the outcome of any proposal relating to the CPI formula.
Management believes that hotel operations will not be significantly impacted by
changing prices. In addition, Management believes that reasonable increases in
hotel operating costs may be partially or entirely offset by increases in room
rates. As noted, based on the conditions of the Livonia hotel, the Partnership
has increased room rates by amounts in excess of increase in costs.
Financial Condition
-------------------
Other than its interest in the three hotel properties, all of the
Partnership's properties are leased to corporate tenants under long-term net
leases which generally require tenants to pay all operating expenses relating to
the leased properties. The Partnership depends on relatively stable operating
cash flow from its net leases and hotel operations to meet operating expenses,
service its debt, fund distributions and maintain adequate cash reserves. In
addition, the Partnership maintains cash reserves to fund major outlays such as
capital improvements and balloon debt payments.
The Partnership's cash flow from operating activities of
$7,616,000 in 1996 was sufficient to fund distributions to partners of
$4,881,000 and $1,156,000 of scheduled principal payment installments on the
Partnership's mortgage debt.
The Partnership's investing activities in 1996 consisted of
receiving $603,000 from selling two AutoZone properties and funding $1,728,000
of improvements to the A.P. Parts property. The Partnership also used $169,000
to (i) fund improvements needed to meet the requirements of the Holiday Inn core
modernization plan at the Alpena and Petoskey hotels and (ii) for replacing
furniture, fixtures and equipment at the hotels in the ordinary course of
business. Other assets at December 31, 1996 included approximately $289,000 of
reserves which is available to fund replacements and improvements at the hotel
properties. These
-3-
<PAGE>
reserves are funded by an allocation of hotel revenues. The Partnership does not
anticipate utilizing any funds in excess of amounts set aside in the reserve
account to fund improvements or replacements within the next 12 months. The
Partnership has no current plans to fund improvements at any other of its leased
properties.
The Partnership's financing activities in 1996 consisted
primarily of using cash flow from operations to pay distributions and meeting
scheduled principal payment installment obligations. The Partnership obtained
$3,500,000 in connection with refinancing the mortgage loan on the Wal-Mart
property at which time it paid off an existing loan on the property of
$3,420,000 which had been scheduled to mature in May 1997. The Partnership
obtained a new limited recourse mortgage loan of $6,000,000 on the A.P. Parts
properties which was used to fund the improvements and pay off an existing loan
of $4,000,000. The Partnership used cash reserves to pay a balloon payment of
$1,500,000 on a limited recourse loan encumbered by the Winn Dixie Stores Inc.,
property. The proceeds from the sale of the two AutoZone properties were used to
make mandatory partial prepayments on the AutoZone mortgage loan.
The Partnership has several balloon payments scheduled over the
next several years including payments of $2,609,000 on the Livonia Hotel
mortgage loan in 1997 and $8,618,000 on the AutoZone loan in 1998. The
Partnership negotiated short-term extensions of the maturity of mortgage loans
on the Motorola and Yale Security properties which had been scheduled to mature
in 1996. The Motorola loan of $2,188,000 and the Yale Security loan of
$1,885,000 are now scheduled to mature in 1997. The Partnership does not
currently have the cash necessary to pay all of these loans. Management believes
the prospects for refinancing the properties servicing these loans are good as
these loans will remain subject to leases for a number of years and in the case
of the hotel, generate substantial cash flow from operations. The Partnership
currently has sufficient capacity to borrow against several of its unleveraged
properties while still remaining in compliance with the covenants of the
recourse loan. In the case of limited recourse mortgage financing which does not
fully amortize over its term, the Partnership would be responsible for the
balloon payment required only to the extent of its interest in the encumbered
property because the holder of each such obligation has recourse only to the
property collateralizing such debt. In the event that balloon payments come due,
the Partnership's alternatives include seeking to refinance the loans,
restructuring the debt with the existing lenders, evaluating its ability to
satisfy the mortgages from existing cash reserves or selling the property and
using the sales proceeds to satisfy the mortgage debt.
Anthony's and Wal-Mart have options exercisable in 1997 to
purchase their leased properties. The purchase options are exercisable at the
greater of (i) the Partnership's cost of acquiring such properties, including
improvements funded subsequent to purchase, and any premium that would be
incurred on paying off mortgage loans on the properties or (ii) the fair market
value of the properties as encumbered by the lease. In the event that both
options were exercised in 1997, the Partnership would receive net proceeds of no
less than $14,377,000. If exercised, annual cash flow (rents less mortgage debt
service) would be reduced by $1,372,000.
Except for the three hotel properties, all of the properties are
currently leased to corporate tenants. All of the properties are subject to
environmental statutes and regulations regarding the discharge of hazardous
materials and any related remediation obligations. The Partnership normally
structures its leases to require tenants to comply with all laws. In addition,
substantially all of the Partnership's net leases include indemnification
provisions which require tenants to indemnify the Partnership from all
liabilities and losses related to their operations at the leased properties. If
the Partnership undertakes to clean up or remediate any of its leased
properties, the General Partners believe that in most cases the Partnership will
be entitled to full reimbursement from tenants for such costs. Further, in the
event that the Partnership either is responsible or becomes responsible for such
costs because of a tenant's failure to fulfill its obligations the General
Partners believe that the ultimate resolution of the aforementioned
environmental matters will not have a material adverse effect on the
Partnership's financial condition, liquidity or results of operations.
The General Partners are continuing to investigate ways to
provide liquidity for limited partners on a tax-effective basis.
-4-
<PAGE>
REPORT of INDEPENDENT ACCOUNTANTS
To the Partners of
Corporate Property Associates 6
- a California limited
partnership and Subsidiaries:
We have audited the accompanying consolidated balance sheets of
Corporate Property Associates 6 - a California limited partnership and
Subsidiaries as of December 31, 1995 and 1996, and the related consolidated
statements of income, partners' capital and cash flows for each of the three
years in the period ended December 31, 1996. We have also audited the financial
statement schedule included on pages 20 to 23 of this Form 10-K. These financial
statements and financial statement schedule are the responsibility of the
General Partners. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the 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. An audit
also includes assessing the accounting principles used and significant estimates
made by the General Partners, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Corporate Property Associates 6 - a California limited partnership and
Subsidiaries as of December 31, 1995 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles. In addition, in our opinion, the Schedule of Real Estate and
Accumulated Depreciation as of December 31, 1996, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the financial information required to be included therein
pursuant to Securities and Exchange Commission Regulation S-X Rule 12-28.
/s/Coopers & Lybrand L.L.P.
New York, New York
March 21, 1997
-5-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1996
<TABLE>
<CAPTION>
1995 1996
---- ----
<S> <C> <C>
ASSETS:
Real estate leased to others:
Accounted for under the
operating method:
Land $11,401,896 $11,502,589
Buildings 34,931,212 40,059,299
----------- -----------
46,333,108 51,561,888
Accumulated depreciation 10,653,598 11,955,764
----------- -----------
35,679,510 39,606,124
Net investment in direct financing leases 36,920,755 32,887,655
----------- -----------
Real estate leased to others 72,600,265 72,493,779
Operating real estate, net of accumulated depreciation
of $4,276,790 in 1995 and $4,639,138 in 1996 8,555,841 8,362,428
Cash and cash equivalents 3,476,915 3,338,391
Accrued interest and rents receivable, net of reserve
for uncollected rent of $119,331 in 1995 28,251 40,746
Note receivable from affiliate 1,151,000 1,151,000
Other assets net of accumulated amortization
of $797,301 in 1995 and $810,994 in 1996 2,609,407 2,767,227
----------- -----------
Total assets $88,421,679 $88,153,571
=========== ===========
LIABILITIES:
Mortgage notes payable $33,263,097 $32,057,088
Note payable 10,000,000 10,000,000
Accrued interest payable 482,195 439,078
Accounts payable and accrued expenses 353,851 372,012
Accounts payable to affiliates 75,323 131,275
Deferred rental income 3,789,785 3,544,624
Other liabilities 354,235 361,816
----------- -----------
Total liabilities 48,318,486 46,905,893
----------- -----------
Commitments and contingencies
PARTNERS' CAPITAL:
General Partners (156,867) (4,515)
Limited Partners (47,930 Limited
Partnership Units issued and outstanding) 40,260,060 41,252,193
----------- -----------
Total partners' capital 40,103,193 41,247,678
----------- -----------
Total liabilities and
partners' capital $88,421,679 $88,153,571
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-6-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of INCOME
For the years ended December 31, 1994, 1995 and 1996
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Revenues:
Rental income $ 5,464,931 $ 5,195,838 $ 5,675,049
Interest income from
direct financing leases 5,251,979 5,814,312 5,613,415
Other interest income 377,800 332,480 307,947
Revenue of hotel operations 4,371,566 4,630,619 4,868,017
Other income 227,577 764,650 72,868
----------- ----------- -----------
15,693,853 16,737,899 16,537,296
----------- ----------- -----------
Expenses:
Interest expense 5,040,589 4,499,692 4,003,726
Depreciation 1,621,029 1,525,011 1,664,514
General and administrative 531,594 624,249 513,074
Operating expense of hotel
operations 3,296,063 3,596,408 3,714,173
Property expense 1,941,665 512,797 394,761
Amortization 163,748 209,074 292,530
----------- ----------- -----------
12,594,688 10,967,231 10,582,778
----------- ----------- -----------
Income before gain on sales and
extraordinary item 3,099,165 5,770,668 5,954,518
Gain on sales of real estate 70,878
----------- ----------- -----------
Income before extraordinary item 3,099,165 5,770,668 6,025,396
Extraordinary gain on extinguishment of debt 2,088,268
----------- ----------- ------------
Net income $ 3,099,165 $ 7,858,936 $ 6,025,396
=========== =========== ===========
Net income allocated to:
Individual General Partner $ 30,991 $ 78,588 $ 71,357
=========== =========== ===========
Corporate General Partner $ 154,959 $ 392,948 $ 356,792
=========== =========== ===========
Limited Partners $ 2,913,215 $ 7,387,400 $ 5,597,247
=========== =========== ===========
Net income per Unit:
(47,950 Limited Partnership Units
outstanding in 1994,
47,935 weighted average Limited
Partnership Units outstanding in 1995 and
47,930 Limited Partnership Units
outstanding in 1996)
Income before extraordinary gain $60.76 $113.16 $116.78
Extraordinary gain 40.95
------ ------- -------
$60.76 $154.11 $116.78
====== ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-7-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of PARTNERS' CAPITAL
For the years ended December 31, 1994, 1995 and 1996
<TABLE>
<CAPTION>
Partners' Capital Accounts
-------------------------------------------------------
Limited
Partners'
General Limited Amount Per
Total Partners Partners Unit (a)
---------- -------- ------------ ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1993 $38,606,142 $(250,812) $38,856,954 $809
Distributions (4,704,691) (280,823) (4,423,868) (92)
Net income, 1994 3,099,165 185,950 2,913,215 61
----------- --------- ----------- ----
Balance, December 31, 1994 37,000,616 (345,685) 37,346,301 778
Distributions (4,736,359) (282,718) (4,453,641) (93)
Purchase of Limited Partnership Units (20,000) (20,000)
Net income, 1995 7,858,936 471,536 7,387,400 154
----------- --------- ----------- ----
Balance, December 31, 1995 40,103,193 (156,867) 40,260,060 839
Distributions (4,880,911) (275,797) (4,605,114) (96)
Net income, 1996 6,025,396 428,149 5,597,247 117
----------- --------- ----------- ----
Balance, December 31, 1996 $41,247,678 $ (4,515) $41,252,193 $860
=========== ========= =========== ====
</TABLE>
(a) Based on weighted average Units issued and outstanding.
The accompanying notes are an integral part of the consolidated financial
statements.
-8-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS
For the years ended December 31, 1994, 1995 and 1996
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 3,099,165 $ 7,858,936 $ 6,025,396
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,784,777 1,734,085 1,957,044
Extraordinary gain on extinguishment of debt (2,088,268)
Restructuring fees received 3,800,000
Amortization of deferred rental income
and straight-line rent adjustments (10,215) (286,620)
Gain on sale of real estate (70,878)
Note receivable received in connection with
bankruptcy settlement (172,414)
Net change in operating assets and liabilities 382,808 (161,502) (9,416)
----------- ------------ ------------
Net cash provided by operating activities 5,094,336 11,133,036 7,615,526
----------- ------------ ------------
Cash flows from investing activities:
Amounts received on partial prepayment of note
receivable from affiliate 144,000
Proceeds from sale of real estate 603,285
Additional capitalized costs (96,818) (418,020) (1,897,022)
----------- ------------ ------------
Net cash used in investing activities (96,818) (274,020) (1,293,737)
----------- ------------ ------------
Cash flows from financing activities:
Distributions to partners (4,704,691) (4,736,359) (4,880,911)
Purchase of Limited Partner Units (20,000)
Proceeds from issuance of note payable 10,000,000
Proceeds from mortgages 9,500,000
Prepayments of mortgage notes payable (15,400,020) (9,550,413)
Payments of mortgage principal (1,331,466) (1,356,271) (1,155,596)
Deferred financing costs (13,070) (282,320) (373,393)
----------- ------------ ------------
Net cash used in financing activities (6,049,227) (11,794,970) (6,460,313)
----------- ------------ ------------
Net decrease in cash and
cash equivalents (1,051,709) (935,954) (138,524)
Cash and cash equivalents, beginning of year 5,464,578 4,412,869 3,476,915
----------- ------------ ------------
Cash and cash equivalents, end of year $ 4,412,869 $ 3,476,915 $ 3,338,391
=========== ============ ============
</TABLE>
(Continued)
-9-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS, Continued
For the years ended December 31, 1994, 1995 and 1996
Supplemental disclosure of financing activities:
During the year ended December 31, 1995, the Partnership
recognized an extraordinary gain on the extinguishment of debt.
<TABLE>
<S> <C>
Cash payment made in connection with satisfaction
of debt obligation $(5,440,000)
Direct costs of transaction (31,085)
Mortgage note payable balance at extinguishment 6,853,966
Accrued interest on mortgage debt at
extinguishment 705,387
-----------
Extraordinary gain on extinguishment
of debt $ 2,088,268
===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-10-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
-------------------------------------------
Basis of Consolidation:
-----------------------
The consolidated financial statements include the accounts of
Corporate Property Associates 6 and two 99% owned subsidiaries,
CPA(R) Burnhaven Limited Partnership and CPA(R) Peerless Limited
Partnership, (collectively, the "Partnership").
Use of Estimates:
-----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Real Estate Leased to Others:
-----------------------------
Real estate is leased to others on a net lease basis, whereby the
tenant is generally responsible for all operating expenses relating
to the property, including property taxes, insurance, maintenance,
repairs, renewals and betterments.
The Partnership diversifies its real estate investments among various
corporate tenants engaged in different industries and by property
type throughout the United States.
The leases are accounted for under either the direct financing or
operating methods. Such methods are described below:
Direct financing method - Leases accounted for under the
-----------------------
direct financing method are recorded at their net investment
(Note 5). Unearned income is deferred and amortized to income
over the lease terms so as to produce a constant periodic rate
of return on the Partnership's net investment in the lease.
Operating method - Real estate is recorded at cost, revenue is
----------------
recognized as rentals are earned and expenses (including
depreciation) are charged to operations as incurred.
The Partnership assesses the recoverability of its real estate assets,
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 are adjusted to their
estimated net realizable value.
Substantially all of the Partnership's leases provide for either
scheduled rent increases, periodic rent increases based on formulas
indexed to increases in the Consumer Price Index ("CPI") or sales
overrides.
Operating Real Estate:
----------------------
Land, buildings and personal property are carried at cost. Major
renewals and improvements are capitalized to the property accounts,
while replacements, maintenance and repairs which do not improve or
extend the lives of the respective assets are expensed currently.
Continued
-11-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
Depreciation:
-------------
Depreciation is computed using the straight-line method over the
estimated useful lives of the components of the particular
properties, which range from 5 to 30 years.
Cash Equivalents:
-----------------
The Partnership considers all short-term, highly liquid investments
that are both readily convertible to cash and have a maturity of
generally three months or less at the time of purchase to be cash
equivalents. Items classified as cash equivalents include
commercial paper and money market funds. Substantially all of the
Partnership's cash and cash equivalents at December 31, 1995 and
1996 were held in the custody of three financial institutions.
Other Assets:
-------------
Included in the assets are deferred charges incurred in connection
with mortgage note financings which are deferred and amortized on a
straight-line basis over the terms of the mortgages.
Income Taxes:
-------------
A partnership is not liable for Federal income taxes as each partner
recognizes his proportionate share of the partnership income or
loss in his tax return. Accordingly, no provision for income taxes
is recognized for financial statement purposes.
Deferred Rental Income:
-----------------------
A lease amendment fee of $3,800,000 received in 1995 in connection
with the amendment of one of the Partnership's leases is being
amortized as deferred rental income from the date of the amendment
through the end of the initial term of the lease (15 1/2 years).
Reclassifications:
------------------
Certain 1994 and 1995 amounts have been reclassified to conform to the
1996 financial statement presentation.
2. Partnership Agreement:
----------------------
The Partnership was organized on July 23, 1984 under the Revised
Uniform Limited Partnership Act of the State of California for the
purpose of engaging in the business of investing in and leasing
industrial and commercial real estate. The Corporate General
Partner purchased 100 Limited Partnership Units in connection with
the Partnership's public offering. The Partnership will terminate
on December 31, 2004, or sooner, in accordance with the terms of
the Amended Agreement of Limited Partnership (the "Agreement").
Continued
-12-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Agreement provides that the General Partners are allocated 6% (1%
to the Individual General Partner, William P. Carey, and 5% to the
Corporate General Partner, Carey Corporate Property, Inc. ("Carey
Property"), an affiliate of the General Partner), and the Limited
Partners are allocated 94% of the profits and losses as well as
distributions of Distributable Cash From Operations, as defined.
The partners are also entitled to receive net proceeds from the
sale of the Partnership properties as defined in the Agreement. In
accordance with the Agreement, the General Partners, were allocated
the gain on the sale of real estate as well as the related tax gain
in order to reduce their negative balances because they had
negative capital balances at the beginning of the year.
The General Partners may be entitled to receive a subordinated
preferred return, measured based upon the cumulative proceeds
arising from the sale of Partnership assets. Pursuant to the
subordination provisions of the Agreement, the preferred return may
be paid only after the limited partners receive 100% of their
initial investment from the proceeds of asset sales and a
cumulative annual return of 6% since the inception of the
Partnership. The General Partners interest in such preferred return
amounts to $18,099 based upon the cumulative proceeds from the sale
of assets since the inception of the Partnership through December
31, 1996. The Partnership's ability to satisfy the subordination
provisions of the Agreement may not be determinable until
liquidation of a substantial portion of the Partnership's assets
has been made.
3. Transactions with Related Parties:
----------------------------------
The Partnership holds its 35% interest in hotel properties in Alpena
and Petoskey, Michigan and its 34.4828% ownership interest in a
hotel property in Livonia, Michigan as tenants-in-common with
affiliates who own the remaining interests. The Partnership's
interests in the assets and liabilities of the hotel properties are
accounted for on a proportional basis.
The Partnership holds a $1,151,000 note receivable made by Corporate
Property Associates 5 ("CPA(R):5"), an affiliate. The note bears
interest at the rate of 13.48% through August 1, 1999, at which
time the interest rate will reset to the Applicable Federal Rate
(as defined in the Internal Revenue Code of 1986) at that date. The
note matures on May 1, 2012, at which time the entire outstanding
principal balance will be due. Under certain circumstances, the
principal balance on the note may be reduced.
Under the Agreement, W.P. Carey & Co., Inc. ("W.P. Carey") and other
affiliates are entitled to receive a property management fee and
reimbursement of certain expenses incurred in connection with the
Partnership's operations. General and administrative expense
reimbursements consist primarily of the actual cost of personnel
needed in providing administrative services necessary to the
operation of the Partnership. Property management fee and general
and administrative expense reimbursements are summarized as
follows:
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Property management fee $ 97,849 $156,629 $111,048
General and administrative
expense reimbursements 154,562 152,795 115,128
-------- -------- --------
$252,411 $309,424 $226,176
======== ======== ========
</TABLE>
During 1994, 1995 and 1996, fees aggregating $96,539, $102,893 and
$44,215, respectively, were incurred for legal services performed
by a firm in which the Secretary of W.P. Carey, Carey Property and
other affiliates is a partner.
Continued
-13-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Partnership is a participant in an agreement with W.P. Carey and
other affiliates for the purpose of leasing office space used for
the administration of real estate entities and W.P. Carey and for
sharing the associated costs. Pursuant to the terms of the
agreement, the Partnership's share of rental, occupancy and
leasehold improvement costs is based on adjusted gross revenues as
defined. Net expenses incurred in 1994, 1995 and 1996 were $61,327,
$94,719 and $108,362, respectively.
4. Real Estate Leased to Others Accounted for Under the Operating Method and
-------------------------------------------------------------------------
Operating Real Estate:
---------------------
A. Real Estate Leased to Others:
----------------------------
Scheduled future minimum rents, exclusive of renewals, under
noncancellable operating leases amount to approximately $5,700,000
in both 1997 and 1998; $5,783,000 in 1999; $5,794,000 in 2000;
$4,839,000 in 2001; and aggregate approximately $55,502,000 through
2011.
Contingent rents were approximately $262,000, $171,000 and $378,000 in
1994, 1995 and 1996, respectively.
B. Operating Real Estate:
---------------------
Operating real estate, at cost, is summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1996
---- ----
<S> <C> <C>
Land $ 1,337,262 $ 1,337,262
Building 9,546,639 9,723,824
Personal property 1,948,730 1,940,480
----------- -----------
12,832,631 13,001,566
Less, Accumulated depreciation 4,276,790 4,639,138
----------- -----------
$ 8,555,841 $ 8,362,428
=========== ===========
</TABLE>
5. Net Investment in Direct Financing Leases:
-----------------------------------------
Net investment in direct financing leases is summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1996
---- ----
<S> <C> <C>
Minimum lease payments receivable $ 66,850,664 $ 55,194,360
Unguaranteed residual value 36,920,755 32,887,655
------------ ------------
103,771,419 88,082,015
Less, Unearned income 66,850,664 55,194,360
------------ ------------
$ 36,920,755 $ 32,887,655
============ ============
</TABLE>
Continued
-14-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
Scheduled future minimum rents, exclusive of renewals, under
noncancellable financing leases amount to approximately $4,206,000
in each of the years 1997 to 2001 and aggregate approximately
$55,194,000 through the year 2011.
Contingent rents were approximately $576,000, $1,113,000 and
$1,138,000 in 1994, 1995 and 1996, respectively.
6. Mortgage Notes Payable and Note Payable:
---------------------------------------
A. Mortgage notes payable, all of which are limited recourse
obligations, are collateralized by the assignment of various leases
and by real property with a carrying amount of approximately
$61,480,000, before accumulated depreciation. As of December 31,
1996, mortgage notes payable bear interest at rates varying from
6.35% to 10.5% per annum and mature from 1997 to 2015.
. Scheduled principal payments, during each of the next five years
following December 31, 1996 and thereafter are as follows:
Year Ending December 31,
-----------------------
1997 $ 7,778,111
1998 9,410,818
1999 841,942
2000 910,103
2001 9,142,001
Thereafter 3,974,113
-----------
Total $ 32,057,088
B. The Partnership's $10,000,000 note payable requires quarterly payments
of interest only at the variable interest rate of the three-month
London Inter-Bank Offered Rate ("LIBOR") plus 4.25% per annum and
is subject to the following conditions: The Partnership must offer
as a prepayment to the lender the proceeds from the sale of any
Partnership properties; however, the lender may decline such
proceeds. The Partnership must maintain ratios of Free Operating
Cash Flow, as defined, to debt service on the loan ranging from
3.4:1 to 3:1 over the life of the agreement and maintain a
consolidated net worth and appraised property values of
$25,000,000, as adjusted. Under the terms of the credit agreement,
the Partnership also has agreed that it may obtain new limited
recourse debt on any of its properties only for the purpose of
refinancing existing mortgage debt. Total mortgage indebtedness may
not exceed $37,952,884, at the inception of the loan, as adjusted
for subsequent scheduled principal amortization on existing
mortgage loans plus closing costs on any new loans. At December 31,
1996, the Partnership is in compliance with such terms.
Continue
-15-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
The $10,000,000 credit agreement loan is a recourse obligation of the
Partnership and matures on July 1, 1999. Except for the application
of proceeds from the sale of properties and other limited
circumstances, no loan prepayments may be made until January 1,
1999.
Interest paid on mortgage notes payable and note payable was
$4,554,644, $4,894,003 and $4,046,843 in 1994, 1995 and 1996,
respectively.
7. Distributions to Partners:
-------------------------
Distributions are declared and paid to partners quarterly and are
summarized as follows:
<TABLE>
<CAPTION>
Limited
Year Ending Distributions Paid Distributions Paid Partners' Per
December 31, to General Partners to Limited Partners Unit Amount
---------------- ------------------- ------------------- -----------
<S> <C> <C> <C>
1994 $280,823 $4,423,868 $92.26
======== ========== ======
1995 $282,718 $4,453,641 $92.91
======== ========== ======
1996 $275,797 $4,605,114 $96.08
======== ========== ======
</TABLE>
Distributions of $70,142 to the General Partners and $1,162,303 to the
Limited Partners for the quarter ended December 31, 1996 were declared and
paid in January 1997.
8. Income for Federal Tax Purposes:
-------------------------------
Income for financial statement purposes differs from income for
Federal income tax purposes because of the difference in the
treatment of certain items for income tax purposes and financial
statement purposes. A reconciliation of accounting differences is
as follows:
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Net income per Statements of Income $ 3,099,165 $ 7,858,936 $ 6,025,396
Excess tax depreciation (2,152,351) (2,289,920) (1,608,909)
Difference in recognition of
lease amendment fee 3,101,971
Other 209,489 (799,351) (723,429)
----------- ----------- ------------
Income reported for Federal
income tax purposes $ 1,156,303 $ 7,871,636 $ 3,693,058
=========== =========== ===========
</TABLE>
Continue
-16-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Industry Segment Information:
----------------------------
The Partnership's operations consist of the investment in and the
leasing of industrial and commercial real estate and its
participation in the operation of three hotels.
In 1994, 1995 and 1996, the Partnership earned its total leasing
revenues (rental income plus interest income from financing leases)
from the following lease obligors:
<TABLE>
<CAPTION>
1994 % 1995 % 1996 %
---- --- ---- --- ---- --
<S> <C> <C> <C> <C> <C> <C>
Stoody Deloro Stellite, Inc. $1,711,322 16% $ 2,147,046 19% $ 2,234,191 20%
AP Parts Manufacturing
Company 1,526,387 14 1,526,387 14 1,728,527 15
Peerless Chain Company 1,269,453 12 1,279,668 12 1,611,600 14
AutoZone, Inc. 1,364,809 13 1,447,852 13 1,336,895 12
Anthony's Manufacturing
Company, Inc. 1,348,106 13 1,072,711 10 876,000 8
Wal-Mart Stores, Inc. 827,265 8 827,265 8 848,553 7
Kinney Shoe Corporation/Armel, Inc. 672,761 6 679,063 6 745,806 7
Motorola, Inc. 500,000 5 500,000 5 540,000 5
Harcourt General Corporation 467,500 4 467,500 4 467,500 4
Yale Security, Inc. 355,706 3
Lockheed Martin Corporation 293,000 3 293,000 3 304,333 3
Winn-Dixie Stores, Inc. 170,399 1 170,399 1 170,399 1
Folger Adam Company 565,908 5 599,259 5 68,954 1
----------- ---- ----------- ---- ----------- ---
$10,716,910 100% $11,010,150 100% $11,288,464 100%
=========== ==== =========== ==== =========== ====
</TABLE>
Summarized operating results of the Partnership's share of the
operations of three hotels are:
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Revenues $ 4,371,566 $ 4,630,619 $ 4,868,017
Fees paid to hotel management
company (108,480) (94,948) (105,839)
Other operating expenses (3,187,583) (3,501,460) (3,608,334)
----------- ----------- ------------
Hotel operating income $ 1,075,503 $ 1,034,211 $ 1,153,844
=========== =========== ===========
</TABLE>
10. Hotel Property in Livonia, Michigan:
-----------------------------------
In November 1987, the Partnership and Corporate Property Associates 7
("CPA(R):7"), an affiliate, purchased a Holiday Inn in Livonia,
Michigan with 34.4828% and 65.5172% interests, respectively, as
tenants-in-common and entered into a net lease with Brock Hotel
Corporation which subsequently changed its name to Integra - A
Hotel and Restaurant Company ("Integra"). Integra subsequently
assigned its interest in the lease to a wholly-owned subsidiary,
Livonia Inn Management, Inc. while Integra remained the guarantor
of the lease.
Continue
-17-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
As a result of Integra's financial condition, the subsidiary stopped
paying rent in May 1992 with Integra subsequently filing a
voluntary bankruptcy petition in July 1992. Both of these events
were defaults under the lease as well as under the mortgage note
collateralized by the Livonia property. In August 1992, pursuant to
a letter of agreement, the Partnership and CPA(R):7 assumed control
of the hotel operations.
In March 1994, the Partnership and CPA(R):7 executed a settlement
agreement with the Hallwood Group, Inc. ("Hallwood Group"),
Integra's largest shareholder, under which the Partnership and
CPA(R):7 agreed to surrender a promissory note made by Hallwood
Group, which had been pledged by Integra to the Partnership and
CPA(R):7 as additional collateral to Integra's lease obligation, in
exchange for $150,000 in cash, a $500,000 promissory note from
Hallwood Group and an equity participation having a potential value
of up to $500,000 from the Hallwood Group. The $500,000 note bears
interest at 8% per annum and matures no later than March 8, 1998
and, subject to certain conditions, is redeemable at an earlier
date. The note is collateralized by the Hallwood Group's pledge of
89,269 of its limited partnership units of Hallwood Realty
Partners, L.P. ("Hallwood Realty"), a publicly traded limited
partnership. The pledged units represent 5.2% of all outstanding
limited partnership units of Hallwood Realty. Under the settlement
agreement, the Hallwood Group has the obligation to pay to the
Partnership and CPA(R):7 an amount equal to 25% of the increase in
value of the Hallwood Realty units up to $500,000, from March 1994
to the note maturity date. If the price per unit increases to $45
or greater, the Partnership and CPA(R):7 may, subject to certain
restrictions, receive a payment from the Hallwood Group
representing the 25% appreciation of the pledged units prior to the
note maturity date. At December 31, 1996, the pledged limited
partnership units had a market value of $24 1/2 per unit. The
Partnership's share of the cash proceeds and the note receivable of
$224,138 are included in other income 1994.
During 1996, the Partnership and CPA(R):7 received $221,000 (of which
the Partnership's share was $77,000) from the bankruptcy trustee in
partial settlement of the Partnership's and CPA(R):7's claim
against Integra.
11. Extraordinary Gain on Extinguishment of Debt:
--------------------------------------------
In May 1995, the Partnership and Anthony's Manufacturing Company, Inc.
("Anthony's") entered into a settlement agreement at which time the
Partnership withdrew its eviction suit against Anthony's. The
Partnership had filed an eviction notice because Anthony's had not
paid a scheduled monthly rent increase of $10,485 which had been
effective since March 1992 and had made only two monthly rental
payments between February 1994 and April 1995. In connection with
the settlement agreement, Anthony's made lump sum payments
aggregating $1,550,000 in settlement of a rent arrearage of
$1,712,098. Of the $1,550,000 received $561,710 was applied to 1995
rents receivable for the period from January 1, 1995 through May
31, 1995 with the remaining $988,290 applied to prior period rents.
The amounts related to prior periods, had been included in the
Partnership's reserve for uncollected rents. Net of the legal costs
of the settlement of $300,476, the Partnership recognized $687,814
on the settlement which was included as other income in 1995. Under
the settlement, the Partnership and Anthony's agreed to modify the
existing lease. Under the lease modification agreement, Anthony's
monthly rental payment decreased from $112,342 to $73,000 and the
expiration of the initial term of the lease was extended to May
2007 from February 2002. The amended lease also provides for rental
increases in 1998, 2001 and 2005.
-18-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
In May 1995, the Partnership paid off and satisfied the mortgage loan
collateralized by the Anthony's properties. The lender accepted a
payment of $5,440,000 to satisfy an outstanding principal balance
of $6,853,966 and accrued interest thereon of $705,387. In
connection with the satisfaction of the debt, the Partnership
recognized an extraordinary gain on the extinguishment of debt of
$2,088,268, net of certain related legal costs in 1995. To pay off
the mortgage obligation, the Partnership used the $1,550,000
received from Anthony's under the settlement agreement and obtained
$4,000,000 of financing from its credit agreement (see Note 6B).
12. Gain on Sales of Real Estate:
----------------------------
On January 26, 1996 and April 26, 1996, the Partnership sold property
in Dalton, Georgia and Birmingham Alabama, respectively, leased to
AutoZone, Inc. ("AutoZone"), at an aggregate price of $603,285, net
of selling costs, realizing a gain of $70,878 on the sales.
AutoZone's leases allow it to sever properties from its leases and
purchase such properties which it judges to be unsuitable for its
retail business. The Partnership was required to assign the
proceeds of the sales to its lender as a partial prepayment on the
mortgage loan collateralized by the AutoZone property. In
connection with the sales, annual rent of the AutoZone lease was
reduced by $67,635; however, cash flow increased as annual debt
service on the mortgage loan was reduced by $98,197 as a result of
a reamortization of the loan.
13. Environmental Matters:
---------------------
All of the Partnership's properties, other than the hotel properties,
are currently leased to corporate tenants. All of the properties
are subject to environmental statutes and regulations regarding the
discharge of hazardous materials and related remediation
obligations. The Partnership generally structures a lease to
require the tenant to comply with all laws. In addition,
substantially all of the Partnership's net leases include
provisions which require tenants to indemnify the Partnership from
all liabilities and losses related to their operations at the
leased properties. The costs for remediation, which are expected to
be performed and paid by the affected tenant, are not expected to
be material. In the event that the Partnership absorbs a portion of
any costs because of a tenant's failure to fulfill its obligations,
the General Partners believe such expenditures will not have a
material adverse effect on the Partnership's financial condition,
liquidity or results of operations.
In 1994, based on the results of Phase I environmental reviews
performed in 1993, the Partnership voluntarily conducted Phase II
environmental reviews on various of its properties. The Partnership
believes, based on the results of such Phase I and Phase II
reviews, that its properties are in substantial compliance with
Federal and state environmental statutes and regulations. Portions
of certain properties have been documented as having a limited
degree of contamination, principally in connection with leakage
from underground storage tanks or surface spills. For those
conditions which were identified, the Partnership advised the
affected tenant of the Phase II findings and of its obligation to
perform required remediation.
14. Disclosures About Fair Value of Financial Instruments:
-----------------------------------------------------
The carrying amounts of cash, receivables and accounts payable and
accrued expenses approximate fair value because of the short
maturity of these items.
The Partnership estimates that the fair value of mortgage notes
payable approximates the carrying amount of such mortgage notes at
December 31, 1996. The fair value of debt instruments was evaluated
using a discounted cash flow with discount rates which take into
account the credit of the tenants and interest rate risk. The
Partnership note payable is a variable rate obligation indexed to
the three-month LIBOR. Accordingly, the carrying amount of the note
payable approximates fair value as of December 31, 1996.
-19-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1996
<TABLE>
<CAPTION>
Initial Cost to
Partnership
------------------- Personal Decrease in
Description Encumbrances Land Buildings Property Net Investment(b)
----------- -------------- ---- --------- -------- -----------------
<S> <C> <C> <C> <C> <C>
Operating method:
Office facility leased
to Motorola, Inc. $2,187,826 $ 387,000 $ 3,981,000
Land leased to
AutoZone, Inc. 3,234,924 4,189,757 $(200,744)
Warehouse and manufacturing
facility leased to
Martin Marietta
Corporation 398,475 2,590,092
Motion picture theatre
leased to Harcourt General
Corporation 2,039,908 1,144,000 3,186,000
Warehouse and office
facility leased to
Kinney Shoe Corporation/
Armel, Inc. 261,060 1,360,935 3,899,415
Manufacturing facilities
leased to AP Parts
Manufacturing Company, Inc. 5,736,608 443,500 11,256,500
Manufacturing facilities
leased to Anthony's
Manufacturing Company, Inc. 3,200,000 8,300,000
Manufacturing and office
facility leased to
Yale Security, Inc. 1,884,503 300,000 3,400,000
Retail store leased to
Winn Dixie Stores, Inc. 276,600 1,631,560
----------- ---------- ---------- ----------
$15,344,829 $11,700,267 $38,244,567 $ (200,744)
=========== =========== =========== ==========
Operating real estate (d):
Hotel properties located in
Alpena, Michigan $ 2,565,500 $ 73,500 $2,645,125 $ 259,875
Petoskey, Michigan 2,565,500 184,450 2,526,125 267,925
Livonia, Michigan 2,608,808 1,079,312 4,279,315 779,311
----------- ----------- ----------- ----------
$ 7,739,808 $ 1,337,262 $ 9,450,565 $1,307,111
=========== =========== =========== ==========
<CAPTION>
Gross Amount at which Carried
Costs at Close of Period (a)(c) (d) (e)
Capitalized ----------------------------------
Subsequent to Personel
Description Acquisition(a) Land Buildings Property
----------- -------------- ---- --------- --------
<S> <C> <C> <C> <C>
Operating method:
Office facility leased
to Motorola, Inc. $ 11,455 $ 387,000 $ 3,992,455
Land leased to
AutoZone, Inc. 3,989,013
Warehouse and manufacturing
facility leased to
Martin Marietta
Corporation 26,491 401,541 2,613,517
Motion picture theatre
leased to Harcourt General
Corporation 11,035 1,144,000 3,197,035
Warehouse and office
facility leased to
Kinney Shoe Corporation
Armel, Inc. 8,000 1,360,935 3,907,415
Manufacturing facilities
leased to AP Parts
Manufacturing Company, Inc. 1,733,087 443,500 12,989,587
Manufacturing facilities
leased to Anthony's
Manufacturing Company, Inc. 3,200,000 8,300,000
Manufacturing and office
facility leased to
Yale Security, Inc. 300,000 3,400,000
Retail store leased to
Winn Dixie Stores, Inc. 27,730 276,600 1,659,290
---------- ----------- -----------
$1,817,798 $11,502,589 $40,059,299
========== =========== ===========
Operating real estate (d):
Hotel properties located in
Alpena, Michigan $ 296,860 $ 73,500 $ 2,645,125 $ 556,735
Petoskey, Michigan 207,529 184,450 2,526,125 475,454
Livonia, Michigan 402,239 1,079,312 4,552,574 908,291
---------- ----------- ---------- ----------
$ 906,628 $ 1,337,262 $ 9,723,824 $1,940,480
========== =========== =========== ==========
<CAPTION>
Life on which
Depreciation in
Latest Income
Accumulated Statement
Description Total Depreciation (d)(e) Date Acquired is Computed
----------- ------- -------------------- ------------- --------------
<S> <C> <C> <C> <C>
Operating method:
Office facility leased
to Motorola, Inc. $ 4,379,455 $ 1,469,228 December 23, 1985 30 YRS.
Land leased to January 17, 1986 N/A
AutoZone, Inc. 3,989,013 May 2, 1986
Warehouse and manufactur
facility leased to
Martin Marietta
Corporation 3,015,058 925,009 May 15, 1986 30 YRS.
Motion picture theatre
leased to Harcourt Gene
Corporation 4,341,035 1,110,133 July 31, 1986 30 YRS.
Warehouse and office
facility leased to
Kinney Shoe Corporation
Armel, Inc. 5,268,350 1,340,471 September 17, 1986 30 YRS.
Manufacturing facilities
leased to AP Parts
Manufacturing Company, 13,433,087 3,815,719 December 23, 1986 30 YRS.
Manufacturing facilities
leased to Anthony's
Manufacturing Company, 11,500,00 2,725,001 February 24, 1987 30 YRS.
Manufacturing and office
facility leased to
Yale Security, Inc. 3,700,000 85,000 August 13, 1985 30 YRS.
Retail store leased to
Winn Dixie Stores, Inc. 1,935,890 485,203 March 21, 1988 30 YRS.
----------- ----------
$51,561,888 $11,955,764
=========== ===========
Operating real estate (d):
Hotel properties located
Alpena, Michigan $ 3,275,360 $ 1,250,047 October 28, 1991 5-30 YRS.
Petoskey, Michigan 3,186,029 1,224,542 October 28, 1991 5-30 YRS.
Livonia, Michigan 6,540,177 2,164,549 November 20, 1987 5-30 YRS.
----------- -----------
$13,001,566 $ 4,639,138
=========== ===========
</TABLE>
See accompanying notes to Schedule.
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1996
<TABLE>
<CAPTION>
Initial Cost To Costs
Partnership Capitalized
--------------------------- Decrease in Subsequent to
Description Encumbrances Land Buildings Net Investment (b) Acquisition(a)
----------- -------------- ---- --------- ------------------ --------------
<S> <C> <C> <C> <C> <C>
Financing method:
Manufacturing and
warehouse facility
leased to Stoody
Deloro Stellite,
Inc. $2,615,000 $ 9,085,000
Retail stores leased to
AutoZone, Inc. $5,508,115 7,004,305 $(321,900)
Manufacturing facility
leased to Peerless
Chain Company 829,000 6,991,000
Retail and warehouse
facility leased to
Wal-Mart Stores, Inc., 3,464,336 1,467,000 5,208,000 $10,250
----------- ---------- ----------- --------- -------
$8,972,451 $4,911,000 $28,288,305 $(321,900) $10,250
========== ========== =========== ========= =======
<CAPTION>
Gross Amount at Which Carried
Description at Close of Period (c) Date Acquired
----------- --------------------------- -------------
Total
Financing method:
Manufacturing and
warehouse facility
leased to Stoody
Deloro Stellite, February 14, 1985
Inc. $11,700,000
Retail stores leased January 17, 1986 and
AutoZone, Inc. 6,682,405 May 2, 1986
Manufacturing facility
leased to Peerless
Chain Company 7,820,000 June 18, 1986
Retail and warehouse
facility leased to
Wal-Mart Stores, Inc. 6,685,250 August 7, 1986
-----------
$32,887,655
===========
</TABLE>
See accompanying notes to Schedule.
-21-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES TO SCHEDULE of REAL ESTATE
and ACCUMULATED DEPRECIATION
(a) Consists of acquisition costs including legal fees, appraisal fees,
title costs and other related professional fees and purchase of
furniture, fixtures, equipment and improvements at the hotel
properties.
(b) Decrease in net investment consists of decreases due to sale of
properties.
(c) At December 31, 1996, the aggregate cost of real estate owned for
Federal income tax purposes is $96,957,899.
(d)
Reconciliation of Real Estate Accounted
---------------------------------------
for Under the Operating Method
------------------------------
December 31,
-----------
1995 1996
---- ----
Balance at beginning
of year $46,333,108 $46,333,108
Sale of real estate (199,307)
Additions 1,728,087
Reclassification of direct financing
lease to operating lease 3,700,000
----------- -----------
Balance at close of year $46,333,108 $51,561,888
=========== ===========
Reconciliation of Accumulated Depreciation
------------------------------------------
December 31,
-----------
1995 1996
---- ----
Balance at beginning
of year $ 9,489,233 $10,653,598
Depreciation expense 1,164,365 1,302,166
----------- -----------
Balance at close of year $10,653,598 $11,955,764
=========== ===========
-22-
<PAGE>
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
and SUBSIDIARIES
NOTES TO SCHEDULE of REAL ESTATE
and ACCUMULATED DEPRECIATION
(e) Reconciliation of Operating Real Estate
---------------------------------------
December 31,
-----------
1995 1996
---- -----
Balance at beginning
of year $12,414,611 $12,832,631
Additions 418,020 168,935
----------- -----------
Balance at close of year $12,832,631 $13,001,566
=========== ===========
Reconciliation of Accumulated Depreciation
------------------------------------------
for Operating Real Estate
-------------------------
December 31,
------------
1995 1996
---- ----
Balance at beginning
of year $3,916,144 $4,276,790
Depreciation expense 360,646 362,348
---------- ----------
Balance at close of year $4,276,790 $4,639,138
========== ==========
-23-
<PAGE>
PROPERTIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ------------ ----------------- --------- -----------------
<S> <C> <C> <C>
STOODY DELORO Warehouse and Manu- Industry, Ownership of land
STELLITE, INC. facturing Facility California and building
YALE SECURITY, INC. Manufacturing Lemont, Ownership of land
Facility Illinois and building (1)
MOTOROLA, INC. Computer and Urbana, Ownership of land
Telecommunication Facility Illinois and building (1)
LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land
CORPORATION Manufacturing Facility Maryland and building
AUTOZONE, INC. Retail Stores - Charlotte, Lenoir, Ownership of land
32 locations Gastonia, and and buildings (1)
Statesville, North Carolina;
Austin, Corpus
Christi-2,
Nederland,
San Antonio,
Victoria, Waco,
and West Orange, Texas;
Bessemer,
Chickasaw, Decatur,
Mobile, Montgomery and
Phenix City, Alabama;
Alton, Belleview,
Collinsville and
Wood River, Illinois;
Columbus,
Georgia
Baton Rouge, Lake
Charles-2 and West
Monroe, Louisiana; and
Breckenridge, Maplewood,
Overland and St. Louis, Missouri
</TABLE>
-24-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10K FOR THE YEAR ENDED DECEMBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,338,391
<SECURITIES> 0
<RECEIVABLES> 40,746
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,379,137
<PP&E> 97,451,109
<DEPRECIATION> 16,594,902
<TOTAL-ASSETS> 88,153,571
<CURRENT-LIABILITIES> 1,304,181
<BONDS> 42,057,088
0
0
<COMMON> 0
<OTHER-SE> 41,247,678
<TOTAL-LIABILITY-AND-EQUITY> 88,153,571
<SALES> 0
<TOTAL-REVENUES> 16,537,296
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,286,522
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,003,726
<INCOME-PRETAX> 6,025,396
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,025,396
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,025,396
<EPS-PRIMARY> 116.78
<EPS-DILUTED> 116.78
</TABLE>
