CORPORATE PROPERTY ASSOCIATES 10 INC
10-Q, 1996-08-12
REAL ESTATE
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q
 
(Mark One)
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934
 
For the quarterly period ended                     JUNE 30, 1996
                                ------------------------------------------------

                                       or

[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

For the transition period from                         to
                               -----------------------     ---------------------

Commission file number                           0-19156
                      ----------------------------------------------------------

     CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED, A MARYLAND CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         MARYLAND                                        13-3559213
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)  

50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK                            10020
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                (212)  492-1100
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

 
   (Former name, former address and former fiscal year, if changed since last
                                    report)

 
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
 
               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
 
                                             [X] Yes   [ ] No
 
                7,206,642 shares of common stock; $.001 Par Value
                         outstanding at August 8, 1996
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                                     INDEX


PART I                                                          Page No.
- ------                                                          --------
 
Consolidated Balance Sheets, December 31, 1995 and
June 30, 1996                                                       2
 
Consolidated Statements of Income for the three
months ended June 30, 1995 and 1996                                 3
 
Consolidated Statements of Cash Flows for the six
months ended June 30, 1995 and 1996                                 4
 
Notes to Consolidated Financial Statements                         5-8
 
Item 2. - Management's Discussion of Operations                    9-10
 
 
PART II
- -------
 
Item 4. - Submission of Matters to a Vote of Security Holders      11
 
Item 6. - Exhibits and Reports on Form 8-K                         11
 
Signatures                                                         12
 



* The summarized financial information contained herein is unaudited; however in
  the opinion of management, all adjustments necessary for a fair presentation
  of such financial information have been included.

                                     - 1 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                                    PART I
                                    -------

                        Item 1. - FINANCIAL INFORMATION
                        -------------------------------

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         December 31,     June 30,
                                                             1995           1996
                                                         -------------  -------------
                                                            (Note)       (Unaudited)
<S>                                                      <C>            <C>
          ASSETS:
     Land and buildings, net of
       accumulated depreciation of
       $8,686,779 at December 31, 1995 and
       $9,688,696 at June 30, 1996                       $ 91,413,487   $ 89,210,793
     Net investment in direct financing leases             26,526,818     25,401,428
     Investment in real estate trust                       10,432,181     10,710,705
     Real estate held for sale                             10,079,819
     Cash and cash equivalents                              2,249,315      6,971,366
     Accrued interest and  rents receivable                    47,431         35,761
     Other assets                                             689,358        902,858
                                                         ------------   ------------
           Total assets                                  $141,438,409   $133,232,911
                                                         ============   ============
 
          LIABILITIES:
     Limited recourse mortgage notes payable             $ 84,384,583   $ 75,442,333
     Accrued interest payable                                 850,986      1,098,157
     Accounts payable and accrued expenses                    240,505        119,727
     Accounts payable to affiliates                         3,044,843      3,507,063
     Prepaid rental income                                     44,337
                                                         ------------   ------------
           Total liabilities                               88,565,254     80,167,280
                                                         ------------   ------------
 
     Minority interest                                      2,987,811      2,766,671
                                                         ------------   ------------
 
          SHAREHOLDERS' EQUITY:
     Common stock, $.001 par value: 
      authorized, 7,217,294 shares; 
      issued and outstanding                                    7,217          7,217
 
     Additional paid-in capital                            62,160,058     62,160,058
     Dividends in excess of accumulated
       earnings                                           (12,193,839)   (11,780,223)
                                                         ------------   ------------
                                                           49,973,436     50,387,052
     Less treasury stock, 10,652 shares                       (88,092)       (88,092)
                                                         ------------   ------------
           Total shareholders' equity                      49,885,344     50,298,960
                                                         ------------   ------------
 
           Total liabilities and shareholders' equity    $141,438,409   $133,232,911
                                                         ============   ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


Note: The balance sheet at December 31, 1995 has been derived from the audited
      consolidated financial statements at that date.

                                     - 2 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                             Three Months Ended             Six Months Ended
                                      June 30, 1995     June 30, 1996  June 30, 1995  June 30, 1996
                                    ------------------  -------------  -------------  -------------
<S>                                 <C>                 <C>            <C>            <C>
Revenues:
 Rental income from 
  operating leases                          $3,021,229     $2,939,935     $6,189,495     $6,129,087
 Interest from direct
  financing leases                             962,772        823,212      1,922,302      1,762,096
 Other interest income                          36,609         89,561        118,236        142,115
                                            ----------     ----------     ----------     ----------
                                             4,020,610      3,852,708      8,230,033      8,033,298
                                            ----------     ----------     ----------     ----------
 
Expenses:
 Interest                                    2,022,930      1,948,561      4,040,395      4,049,085
 Depreciation                                  483,306        499,584        965,884      1,001,917
 General and administrative                    281,850        296,232        487,612        515,853
 Property expenses                             457,408        457,850        856,680        872,742
 Amortization                                   14,051         14,408         38,159         28,959
                                            ----------     ----------     ----------     ----------
                                             3,259,545      3,216,635      6,388,730      6,468,556
                                            ----------     ----------     ----------     ----------
   Income before minority
    interest in income, income
    from equity investment
    and net gain on sales of
    real estate                                761,065        636,073      1,841,303      1,564,742
 
Minority interest in income                    153,266         87,941        309,871        176,068
                                            ----------     ----------     ----------     ----------
   Income before income
    from equity investment
    and net gains on sale of
    real estate                                607,799        548,132      1,531,432      1,388,674
 
Income from equity investment                  359,751        381,121        853,303        903,213
                                            ----------     ----------     ----------     ----------
   Income before net gain
   on sales of real estate                     967,550        929,253      2,384,735      2,291,887
 
Net gain on sales of real estate                              456,107                     1,112,486
                                            ----------     ----------     ----------     ----------
 
 Net income                                 $  967,550     $1,385,360     $2,384,735     $3,404,373
                                            ==========     ==========     ==========     ==========
 
Net income per share                              $.13           $.19           $.33           $.47
                                                  ====           ====           ====           ====
Weighted average shares
 outstanding                                 7,217,294      7,206,642      7,217,294      7,206,642
                                            ==========     ==========     ==========     ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                     - 3 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                              June 30,
                                                                     ---------------------------
                                                                         1995           1996
                                                                     ------------   ------------
     <S>                                                             <C>            <C> 
     Cash flows from operating activities:
       Net income                                                    $  2,384,735   $  3,404,373
       Adjustments to reconcile net income
          to net cash provided by operating activities:
         Depreciation and amortization                                  1,004,043      1,030,876
         Minority interest in income
         Equity income from investment in real estate
          investment trust in excess of dividends received                (97,531)      (278,524)
         Other noncash items                                               78,411         22,519
         Net gain on sales of real estate                                             (1,112,486)
         Net change in operating assets and liabilities                    14,274        316,024
                                                                     ------------   ------------
            Net cash provided by operating activities                   3,383,932      3,382,782
                                                                     ------------   ------------
 
     Cash flows from investing activities:
         Proceeds from sale of real estate                                            13,734,572
         Purchases of real estate and other capitalized costs         (10,078,738)      (241,156)
         Funds released from escrow in connection with              
           investing activities                                         5,122,501
                                                                     ------------   ------------ 
             Net cash (used in) provided by investing activities       (4,956,237)    13,493,416
                                                                     ------------   ------------
 
     Cash flows from financing activities:
         Proceeds from note payable                                                    2,480,000
         Repayment of note payable                                                    (2,480,000)
         Payments of mortgage payable                                                 (8,382,243)
         Proceeds from issuance of mortgage notes payable               4,812,131
         Dividends paid                                                (2,986,165)    (2,990,757)
         Distributions to minority interest in excess of            
           minority interest in income                                   (147,151)      (221,140)
         Payments of mortgage principal                                  (444,109)      (560,007)
         Purchase of treasury stock                                       (88,092)
                                                                     ------------   ------------
           Net cash provided by (used in) financing activities          1,146,614    (12,154,147)
                                                                     ------------   ------------
                                                                   
             Net (decrease) increase in cash and cash equivalents        (425,691)     4,722,051
 
     Cash and cash equivalents, beginning of period                     3,367,392      2,249,315
                                                                     ------------   ------------
 
          Cash and cash equivalents, end of period                   $  2,941,701   $  6,971,366
                                                                     ============   ============
 
     Supplemental disclosure of cash flows information:

          Interest paid                                              $  4,202,733  $  3,801,914
                                                                     ============  ============
</TABLE> 


     The accompanying notes are an integral part of the consolidated financial
     statements.

                                     - 4 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


     Note 1.  Basis of Presentation:
              --------------------- 

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with generally accepted accounting principles for
     interim financial information and with the instructions to Form 10-Q and
     Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements.  In the opinion of
     management, all adjustments (consisting of normal recurring accruals)
     considered necessary for a fair presentation have been included.  For
     further information, refer to the financial statements and footnotes
     thereto included in the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995.



     Note 2.  Transactions with Related Parties:
              --------------------------------- 

     For the three-month and six-month periods ended June 30, 1995, the Company
     incurred asset management fees of $194,790 and $389,042, respectively,
     incentive fees in like amount and general and administrative expense
     reimbursements of $97,250 and $172,589, respectively, payable to an
     affiliate.  For the three-month and six-month periods ended June 30, 1996,
     the Company incurred asset management fees of $436,703 and $209,739,
     respectively, incentive fees in like amount and general and administrative
     expense reimbursements of $113,101 and $192,722, respectively, payable to
     an affiliate.

     The Company, in conjunction with certain affiliates, is a participant in a
     cost sharing agreement for the purpose of renting and occupying office
     space.  Under the agreement, the Company pays its proportionate share of
     rent and other costs of occupancy.  Net expenses incurred for the six-month
     periods ended June 30, 1995 and 1996 were $80,937 and $62,014,
     respectively.



     Note 3.  Dividends:
              --------- 

     Dividends declared and paid to shareholders during the six months ended
     June 30, 1996 are summarized as follows:

     <TABLE>
     <CAPTION>
     Quarter Ended           Paid      Per Share
     -----------------    ----------   ---------
     <S>                  <C>          <C>
     December 31, 1995    $1,495,378    $0.2075
                          ==========
     March 31, 1996       $1,495,379    $0.2075
                          ==========
     </TABLE>


     A dividend of $.2075 per share ($1,495,378) was declared and paid in July
     1996 for the quarter ended June 30, 1996.

                                     - 5 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


     Note 4.  Industry Segment Information:
              ---------------------------- 

     The Company's operations consist of the direct and indirect investment in
     and leasing of industrial and commercial real estate.  The financial
     reporting sources of leasing revenues for the six-month periods ended June
     30, 1995 and 1996 are as follows:

     <TABLE>
     <CAPTION>
                                                       1995          1996
                                                   ------------  ------------
     <S>                                           <C>           <C>
     Per Statements of Income:
       Rental income from operating leases         $ 6,189,495     $6,129,087
       Interest from direct financing leases         1,922,302      1,762,096
     Adjustments:
       Rental income attributable to
          minority interests                        (1,122,869)      (958,656)
       Share of interest income from equity
          investment's direct financing lease        2,232,159      2,242,951
                                                   -----------    -----------
                                                   $ 9,221,087    $ 9,175,478
                                                   ===========    ===========
     </TABLE>


     For the six-month periods ended June 30, 1995 and 1996, the Company earned
     its proportionate net lease revenues from its investments from the
     following lease obligors:

     <TABLE>
     <CAPTION>
 
                                                1995      %      1996      %
                                             ----------- ---- ----------- ----
     <S>                                     <C>         <C>  <C>         <C>
     Marriott International, Inc. (a)         $2,232,159  24%  $2,242,951  24%
     Information Resources Incorporated (b)    1,371,526  15    1,458,007  16
     The Titan Corporation (b)                 1,009,517  11    1,009,517  11
     New WAI, L.P./Warehouse Associates          720,144   8      740,296   8
     EnviroWorks, Inc.                                            693,878   8
     Harvest Foods, Inc.                         619,091   7      619,485   7
     Wal-Mart Stores, Inc.                       596,845   6      597,341   7
     Kmart Corporation                           442,553   5      469,191   5
     Child Time Childcare Inc.                   371,229   4      371,229   4
     Neodata Corporation                         277,914   3      280,572   3
     Empire of America Realty Credit Corp.       452,022   5      188,322   2
     Summagraphics Corporation                   220,554   2      179,633   2
     Best Buy Co., Inc.                          157,115   2      117,419   1
     US West Communications, Inc.                111,300   1      111,300   1
     Safeway Stores Incorporated                 196,875   2       96,337   1
     Xerox Corporation (b)                       442,243   5              
                                              ---------- ---   ---------- ---
                                              $9,221,087 100%  $9,175,478 100%
                                              ========== ===   ========== ===
     </TABLE>

     (a)  Represents the Company's proportionate share of lease revenues from an
          equity investment.
     (b)  Net of Corporate Property Associates 9's minority interest. 

                                     - 6 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


     Note 5.  Equity Investment:
              ----------------- 

     The Company owns an approximate 23.7% interest in Marcourt Investments
     Incorporated ("Marcourt") which net leases 13 hotel properties to a wholly-
     owned subsidiary of Marriott International, Inc.  Summarized financial
     information of Marcourt is as follows:

     <TABLE>
     <CAPTION>
     (in thousands)
                                       December 31, 1995  June 30, 1996
                                       -----------------  -------------
     <S>                               <C>                <C>
         Assets                              $149,910       $149,817
         Liabilities                          108,876        107,488
         Shareholders' equity                  41,034         42,329
 
 
                                               Six Months Ended
                                       June 30, 1995      June 30, 1996
                                       -----------------  -------------
         Revenue                             $  9,433       $  9,480
         Interest and other expense             5,734          5,568
                                             --------       --------
         Net income                          $  3,699       $  3,912
                                             ========       ========
     </TABLE>

     Note 6.  Sale of Real Estate:
              ------------------- 

     On October 16, 1992, the Company purchased land, and a retail store in
     Charlotte, North Carolina, for $2,435,000 subject to an existing net lease
     with SportsTown, Inc. which lease was subsequently assumed by Best Buy Co.,
     Inc.  Subsequent to the purchase, the Company obtained a mortgage loan for
     $1,600,000 collateralized by the property.

     On May 16, 1996, the Company sold the property for $3,250,000.  Net of the
     costs of sale and paying off the remaining balance of $1,509,371
     outstanding on the mortgage loan, the Company realized cash proceeds of
     $1,588,000 and recognized a gain of $504,175 on the sale.  As a result of
     the sale, annual cash flow (rents less mortgage debt service) will decrease
     by approximately $126,000.

     Note 7.  Harvest Foods, Inc.:
              ------------------- 

     On February 21, 1992, the Company and Carey Institutional Properties,
     Incorporated ("CIP(TM)"), an affiliate, purchased as tenants-in-common,
     each with 50% ownership interests, 13 supermarkets and two office buildings
     and entered into a master lease with Harvest Foods, Inc. ("Harvest"), as
     lessee. The total purchase price of the Harvest properties was $20,165,000.
     The Company and CIP(TM) each contributed $3,950,000 of equity and obtained
     $12,265,000 of limited recourse mortgage financing (of which the Company's
     share was $6,132,500) from two lenders of $9,265,000 and $3,000,000,
     respectively, to fund the purchase of the Harvest properties.

     On June 18, 1996 Harvest filed a voluntary bankruptcy petition under
     Chapter 11 of the United States Bankruptcy Code. Harvest did not pay a
     portion of post-petition rent of $132,000 of which the Company's share is
     $66,000. The Company and CIP(TM) are currently pursuing their legal
     remedies. 

                                     - 7 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

                 ITEM 2.-MANAGEMENT'S DISCUSSION OF OPERATIONS
                 ---------------------------------------------

     Results of Operations:
     --------------------- 

          Net income for the three-month and six-month periods ended June 30,
     1996 increased by $418,000 and $1,020,000, respectively, as compared with
     net income for the three-month and six-month periods ended June 30, 1995.
     The increase is due to the net gain on sales of real estate of $456,000 and
     $1,112,000 for the three-month and six-month periods ended June 30, 1996,
     respectively.  Income before gain on sales reflected slight decreases for
     the comparable three-month and six-month periods ended June 30, 1996 as
     compared with the similar periods ended June 30, 1995.

          The decrease in income before gains for both the comparable three-
     month and six-month periods was due to a decrease in lease revenues which
     were partially offset by increases in other interest income and income from
     the Company's equity investment in a real estate investment trust which net
     leases 13 Courtyard by Marriott hotels to Marriott International, Inc.
     ("Marriott").  Lease revenues decreased due to the sales of the Empire of
     America Realty Credit Corp. ("Empire") property, two of the Safeway
     Supermarkets Incorporated ("Safeway") properties in the first quarter of
     1996 and the Best Buy Co., Inc. ("Best Buy") property in May 1996.
     Additionally, lease revenues decreased due to the termination of the Xerox
     Corporation ("Xerox") lease in August 1995.  Such decreases were partially
     offset by rent from the EnviroWorks, Inc. lease which became effective in
     September 1995 and from a rent increase effective October 1995 on the lease
     with Information Resources, Inc.  Other interest income increased due to
     interest earned on the proceeds from the aforementioned sales.  Equity
     income from the Marriott investment increased due to the continuing
     amortization of principal payments on its limited recourse mortgage loan
     and an increasing trend of rentals received under a sales override
     provision in the Marriott lease.


     Financial Condition:
     ------------------- 

          There has been no material change in the Company's financial condition
     since December 31, 1995.  The Company's cash position has improved
     substantially to $6,971,000; however, this is entirely due to the net
     proceeds from the aforementioned sales of $7,796,000.  The Company utilized
     $2,480,000 to pay off a loan drawn from the Company's credit facility.  The
     Company is currently evaluating potential property acquisitions to reinvest
     the remaining sales proceeds.  As a result of the property sales, annual
     cash flow (rentals less mortgage debt service) will decrease by
     approximately $795,000; a substantial portion, if not all, of the decrease
     in cash flow would be replaced upon reinvestment of the sales proceeds.

          Cash from operating activities of $3,383,000 and cash reserves of
     $168,000 were used to pay dividends of $2,991,000 and $560,000 of scheduled
     principal payment installments.  Accordingly, the Company used $389,000 of
     cash reserves to fund the difference.  The Company is also evaluating its
     ability to maintain the current dividend rate while considering
     reinvestment opportunities and the need to maintain appropriate levels of
     cash reserves to meet current and expected obligations.  Expected cash from
     operations, taking into account the reinvestment of funds from property
     sales, may not be sufficient to fully fund future dividends at the current
     levels and scheduled mortgage principal payments for approximately two
     years.  Management may consider utilizing its cash reserves to fund any
     shortfalls during this period or reduce the dividend rate to a level that
     could be sustained solely from current cash flow from operations.  In
     addition, the Company's cash balances have continued to benefit from the
     Advisor's voluntary deferral of a portion of asset management and
     performance fees which amount to $3,400,000 at June 30, 1996.  Cash flow
     may also be affected by the June 1996 bankruptcy filing of a tenant,
     Harvest Foods, Inc. ("Harvest").  Annual cash flow from Harvest is
     approximately $610,000 and, although the Harvest lease may be affirmed
     during the bankruptcy process, the uncertainty related to this situation
     will be closely monitored by Management.

                                     - 8 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

            ITEM 2.-MANAGEMENT DISCUSSION OF OPERATIONS-Continued
            -----------------------------------------------------

          Since December 31, 1995, the Company has paid $240,000 toward
     replacing the roof on a property leased to Kmart Corporation ("Kmart") as
     required under the Kmart leases, and expects to incur an additional
     $140,000 to complete such replacement.  The Company is currently evaluating
     whether it will need to incur similar costs at its Kmart property in
     Denton, Texas this year.  In addition to paying off the mortgage loan on
     properties sold, in January 1996, the Company drew an advance of $2,480,000
     on its line of credit in order to satisfy a mortgage loan of like amount
     which had matured on two Kmart properties.  As stated above, the advance
     was subsequently repaid.  The Company is currently monitoring the credit
     rating of Kmart, and, to the extent that the credit rating improves, the
     Company may pursue placing new limited recourse mortgage debt on the
     properties.  Any such funds obtained from refinancing the Kmart properties
     could be utilized for additional property acquisitions in order to further
     diversify the portfolio.  A mortgage loan on the Company's property leased
     to Warehouse Associates which had been scheduled to mature in April 1996
     has been extended an additional five years pursuant to an extension option
     which was available to and exercised by the Company.  If the Company had
     not exercised the option, a balloon payment of $977,000 would have been
     due.

          Although the Company had reached a tentative agreement to sell its
     vacant property in Stamford, Connecticut back to its lender for $10,000 in
     full satisfaction of the $6,300,000 limited recourse loan on the property,
     the lender has impeded the Company's efforts to complete the transaction.
     The Company is now considering other alternatives such as attempting to
     sell the property to other parties.  Because the loan was structured as a
     limited recourse obligation, the lender has no recourse to any of the
     Company's assets other than the encumbered property.

                                     - 9 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                                    PART II
                                    -------



     Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     -------------------------------------------------------------


               An annual Shareholders meeting was held on June 6, 1996, at which
               time a vote was taken to elect the Company's directors through
               the solicitation of proxies.  7,206,642 were eligible to vote.
               The following directors were re-elected for a one-year term:

<TABLE>
<CAPTION>
                                Total        Shares     Shares      Shares
Name of Director            Shares Voting  Voting Yes  Voting No  Abstaining
- --------------------------  -------------  ----------  ---------  ----------
 <S>                         <C>            <C>         <C>        <C>
William P. Carey                3,814,761   3,734,039     78,972       1,750
Francis J. Carey                3,814,761   3,734,089     78,922       1,750
Charles C. Townsend, Jr.        3,814,761   3,734,589     78,422       1,750
Ralph G. Coburn                 3,814,761   3,708,342    104,669       1,750
Donald E. Nickelson             3,814,761   3,735,089     77,922       1,750
William Ruder                   3,814,761   3,719,092     93,919       1,750
Warren G. Wintrub               3,814,761   3,718,989     94,022       1,750
</TABLE>



Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------

        (a) Exhibits:

            None.


        (b) Reports on Form 8-K:


              During the quarter ended June 30, 1996, the Company was not
              required to file any reports on Form 8-K.

                                     - 10 -
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                                   SIGNATURES
                                   ----------



          Pursuant to the requirements of the Securities Exchange Act of 1934,  
     the Company has duly caused this report to be signed on its behalf by the 
     undersigned thereunto duly authorized.

                             CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED



         8/8/96              By:     /s/ Claude Fernandez
     --------------             ------------------------------
          Date                  Claude Fernandez
                                Executive Vice President and
                                Chief Administrative Officer
                                (Principal Financial Officer)



         8/8/96              By:     /s/ Michael D. Roberts
     --------------             -------------------------------
          Date                  Michael D. Roberts
                                First Vice President and Controller
                                (Principal Accounting Officer)

                                     - 11 -

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       6,971,366
<SECURITIES>                                         0
<RECEIVABLES>                                   35,761
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             7,007,127
<PP&E>                                     124,300,917
<DEPRECIATION>                               9,688,696
<TOTAL-ASSETS>                             133,232,911
<CURRENT-LIABILITIES>                        4,724,947
<BONDS>                                     75,442,333
                                0
                                          0
<COMMON>                                         7,217
<OTHER-SE>                                  50,291,743
<TOTAL-LIABILITY-AND-EQUITY>               133,232,911
<SALES>                                              0
<TOTAL-REVENUES>                             8,033,298
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,390,512
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           4,049,085
<INCOME-PRETAX>                              3,404,373
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          3,404,373
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,404,373
<EPS-PRIMARY>                                      .47
<EPS-DILUTED>                                      .47
        

</TABLE>


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