SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Corporate Property Associates 10 Incorporated
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(Name of Registrant as Specified in Its Charter)
<PAGE>
CPA(R):10 Corporate Property Associates 10 Incorporated Carey Property Advisors
April 29, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, JUNE 10, 1997
The Annual Meeting of the Shareholders of Corporate Property Associates 10
Incorporated will be held at the executive offices of the Company, 50
Rockefeller Plaza, New York, New York 10020 on Tuesday, June 10, 1997 at 10:00
a.m. for the following purposes:
1. To elect seven Directors for the following year.
2. To transact such other business as may properly come before the meeting.
The Directors have fixed the close of business on April 7, 1997 as the
record date for the Shares entitled to vote at the meeting. If you are present
at the meeting, you may vote in person even though you have previously delivered
your proxy.
By Order of the Board of Directors
/s/Michael B. Pollack
---------------------
Michael B. Pollack
Secretary
SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE BUSINESS REPLY ENVELOPE PROVIDED. SHAREHOLDERS WHO ARE
PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON.
W. P. Carey & Co., Inc., 50 Rockefeller Plaza, New York, NY 10020
212-492-1100 Fax 212-977-3022 W. P. CAREY
<PAGE>
CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED
PROXY STATEMENT
APRIL 29, 1997
The enclosed proxy is solicited by the Directors of Corporate Property
Associates 10 Incorporated (the "Company") for use at the Annual Meeting of
Shareholders to be held at the offices of the Company, 50 Rockefeller Plaza, New
York, New York at 10:00 a.m. on Tuesday, June 10, 1997 (the "Annual Meeting").
The proxy may be revoked at any time prior to voting thereof by notifying the
persons named in the proxy of intention to revoke, by execution and delivery of
a later dated proxy or by appearing at the Annual Meeting and voting in person
the Shares to which the proxy relates. Shares represented by executed proxies
will be voted, unless a different specification is indicated therein, for
election as Directors of the persons named therein.
The Proxy Statement and the enclosed proxy were mailed by May 5, 1997 to
Shareholders of record at the close of business on April 7, 1997 (the "Record
Date"). The Company has mailed each Shareholder of record as of the Record Date
an Annual Report that includes audited financial statements for the year ended
December 31, 1996.
The holders of a majority of the Shares entitled to vote present at the
Annual Meeting in person or represented by proxies will constitute a quorum for
the transaction of business. The affirmative vote of a plurality of the Shares
whose holders constitute a quorum is required to elect Directors. At the close
of business on the Record Date, the Company had 7,206,642 Shares outstanding and
entitled to vote. Each Share has one vote on all matters including those to be
acted upon at the Annual Meeting.
The mailing address of the Company is 50 Rockefeller Plaza, New York, New
York 10020. Notices of revocation of proxies should be mailed to that address.
The Company will provide Shareholders, without charge, a copy of the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1996, including the financial
statements and schedules attached thereto, upon written request to Ms. Susan C.
Hyde, Director of Investor Relations of the Company, at Corporate Property
Associates 10 Incorporated, 50 Rockefeller Plaza, New York, New York 10020.
Election of Directors
At the Annual Meeting, seven Directors are to be elected, each to hold
office until the next Annual Meeting of Shareholders and until his successor is
duly elected and qualified, except in the event of death, resignation or
removal. Unless otherwise specified, proxies solicited hereby will be voted for
the election of the nominees listed below, except that in the event any of those
named should not continue to be available for election, discretionary authority
may be exercised to vote for a substitute. No circumstances are presently known
that would render any nominee named herein unavailable. All but two of the
nominees are now members of the Board of Directors.
The nominees, their ages, the year of election of each of the Board of
Directors, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to the Company, are as
follows:
<PAGE>
William P. Carey, age 66, Chairman and Chief Executive Officer, has been
active in lease financing since 1959 and a specialist in net leasing of
corporate real estate property since 1964. Before founding W. P. Carey & Co.,
Inc. ("W. P. Carey") in 1973, he served as Chairman of the Executive Committee
of Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real
Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers), and
head of Real Estate and Private Placements, Director of Corporate Finance and
Vice Chairman of the Investment Banking Board of duPont Glore Forgan Inc. A
graduate of the University of Pennsylvania's Wharton School, Mr. Carey is a
Governor of the National Association of Real Estate Investment Trusts (NAREIT).
He also serves on the boards of The Johns Hopkins University, its medical school
and School of Advanced International Studies, Templeton College of Oxford
University, The James A. Baker III Institute for Public Policy at Rice
University and other educational and philanthropic institutions. He founded the
Visiting Committee to the Economics Department of the University of Pennsylvania
and co-founded with Dr. Lawrence R. Klein the Economics Research Institute at
that university. Mr. Carey also serves as Chairman of the Boards and Chief
Executive Officer of CPA(R):12 and CIPTM. Mr. Carey is the brother of Francis J.
Carey and an uncle of H. Augustus Carey. Mr. Carey was elected to the Board of
Directors of the Company in 1990.
Ralph G. Coburn, Rear Admiral USNR (Ret.), age 87, is former President and
Chief Executive Officer of Hubbard Real Estate Investments (now HRE Properties)
("Hubbard"), a $100,000,000 equity REIT sponsored by Merrill Lynch and listed
on the New York Stock Exchange. While with Hubbard, he was also Senior Vice
President and a director of Merrill Lynch Hubbard, Inc., advisor to Hubbard and
a specialist in real estate and corporate finance. With Merrill Lynch Hubbard's
predecessor corporation, Admiral Coburn had been engaged in a diversity of real
estate activity for more than 20 years. A graduate of Harvard College, Harvard
Law School and the Naval War College, Admiral Coburn previously served as
Managing Director of the National Association of Real Estate Investment Trusts,
Washington, DC, representing the multi-billion dollar REIT industry, and also
serves as a Director of CPA(R):12 and CIPTM. Admiral Coburn was elected to the
Board o Directors of the Company in 1990.
Barclay G. Jones III, age 36, is an Executive Vice President and Managing
Director of W. P.Carey & Co. Mr. Jones joined W. P. Carey & Co. 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. Mr. Jones
has served as a Director of W. P. Carey & Co. since April 1992 and is a Director
of the Wharton School Club of New York.
William Ruder, age 75, is Chairman of the Board of William Ruder
Incorporated, a consulting firm founded in 1981. From 1948 to 1981, Mr. Ruder
was in partnership with David Finn at the firm of Ruder & Finn, an international
public relations company. He is a former Assistant Secretary of Commerce of the
United States and is on the board of directors of the United Nations Association
of the United States of America, Junior Achievement and the Council on Economic
Priorities. He is a member of the Board of Overseers of the Wharton School of
the University of Pennsylvania and has also served as a consultant to the
Communications Advisory Board to the White House Press Secretary, the Committee
for Economic Development and the Office of Overseas Schools for the U.S. State
Department. Mr. Ruder is a Tobe Lecturer at the Harvard Graduate School of
Business and is associated with several other business, civic and cultural
organizations. He received a B.S.S. degree from the City College of New York.
Mr. Ruder served as a Director of W. P. Carey & Co. from 1987 to 1990. He also
is a Director of CPA(R):12 and CIPTM. Mr. Ruder was elected to the Board of
Directors of the Company in 1990.
<PAGE>
George E. Stoddard, age 80, was until 1979 officer-in-charge of the Direct
Placement Department of The Equitable Life Assurance Society of the United
States ("Equitable"), with responsibility for all activities related to
Equitable's portfolio of corporate investments acquired through direct
negotiation. Mr. Stoddard was associated with Equitable for over 30 years. He
holds an A.B. degree from Brigham Young University, an M.B.A. from Harvard
Business School and an LL.B. from Fordham University Law School. Mr. Stoddard
also serves as a Managing Director of W. P. Carey &Co.
Charles C. Townsend, Jr., age 69, currently is an Advisory Director of
Morgan Stanley & Co., having held such position since 1979. Mr. Townsend was
Partner and Managing Director of Morgan Stanley & Co. from 1963 to 1978 and
served as Chairman of Morgan Stanley Realty Corporation from 1977 to 1982. Mr.
Townsend holds a B.S.E.E. from Princeton University and an M.B.A. from Harvard
University. Mr. Townsend serves as Vice Chairman of the Company and was elected
to the Board of Directors in 1992. Mr. Townsend also currently serves as a
Director of CPA(R):12 and CIPTM.
Warren G. Wintrub, age 63, retired in 1992 from Coopers & Lybrand after 35
years. Mr. Wintrub was elected a partner of Coopers & Lybrand in 1963 and
specialized in tax matters and served on that firm's Executive Committee from
1976 to 1988 and as Chairman of its Retirement Committee from 1979 to 1992. Mr.
Wintrub holds a B.S. degree from Ohio State University and an LL.B. from Harvard
Law School. He currently serves as a director of Chromcraft Revington, Inc. and
Getty Petroleum Co. Mr. Wintrub was elected to the Board of Directors of the
Company in 1992. Mr. Wintrub is also a Director of CIPTM and was nominated to
the Board of Directors of CPA(R):12 in April 1997.
Committees of the Board of Directors
The Board of Directors of the Company has a standing audit committee (the
"Audit Committee") which is chaired by Mr. Wintrub. The Audit Committee, which
held one meeting in 1996 attended by all members, reviews on behalf of the Board
of Directors the financial information provided to Shareholders, regulatory
authorities and governmental agencies for accuracy, reliability and
completeness. In addition, it reviews the Company's systems of internal control
and accounting policies for effectiveness in safeguarding the assets of the
Company. The Audit Committee also reviews the performance of the Advisor and
provides a report of its findings to the full Board of Directors. Members of
this Audit Committee include Warren G. Wintrub, William Ruder, Francis J. Carey
and William P. Carey.
The Board of Directors of the Company does not have a standing nominating
or compensation committee.
Board Meetings and Directors' Attendance
There were five Board meetings held in 1996. No incumbent Director attended
less than 75% of the total number of Board and Audit Committee meetings held in
1996.
Compensation of Directors and Executive Officers
The Company has no employees. Day-to-day management functions are performed
by Carey Property Advisors (the "Advisor"). Please see the section titled
"Certain Transactions" for a description of the contractual arrangement between
the Company and the Advisor.
<PAGE>
During 1996, the Company paid no cash compensation to any of its executive
officers.
During 1996, the Directors as a group received fees of $82,500. William P.
Carey and Francis J. Carey received no compensation for serving as Directors.
Compensation Committee Interlocks and Insider Participation
The Company is required to disclose certain "interlocks" and participation
by "insiders" in compensation decisions. The Company has no employees and does
not pay salaries, benefits or other compensation to its executive officers.
Insider Participation
For a description of all transactions of the Company involving insider
participation, see "Certain Transactions."
Interlocks
With respect to "interlocks" between the Company's Board of Directors and
the Boards of Directors of other entities, all of the members of the Company's
Board of Directors are members of the Board of Directors of CIPTM. William P.
Carey and Francis J. Carey are also members of the Boards of Directors of W. P.
Carey & Co., CFA and various other affiliates of W. P. Carey & Co. William P.
Carey is also Vice Chairman and a member of the Board of Directors of Carey
Financial Corporation (the broker-dealer firm that acted as Sales Agent for the
company's initial public offering of common stock). William. P. Carey, Francis
J. Carey, Ralph G. Coburn, Charles C. Townsend, Warren G. Wintrub and William
Ruder are also Directors of CPA(R):12.
Security Ownership of Management
"Beneficial Ownership" as used herein has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission and is
not to be construed as a representation that any of such shares are in fact
beneficially owned by any person. As of the Record Date, there are no
Shareholders known to the Company who own beneficially 5% or more of the
outstanding Shares.
<PAGE>
The following table sets forth the number of shares of the Company's common
stock beneficially owned by each of the Directors, by each of the executive
officers named in the Executive Officers Table who own shares and by all
Directors and executive officers of the Company as a group as of the Record
Date:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Title of Name of Ownership of Percent
Class Beneficial Owner Common Stock of Class
----- ---------------- ------------ --------
<S> <C> <C> <C>
Common William P. Carey 40,300 (1) *
Common Francis J. Carey 43,300 (2) *
Common Ralph G. Coburn 1,000 *
Common Donald E. Nickelson 1,609 *
Common William Ruder 1,500 *
Common Charles C. Townsend, Jr. 1,000 *
Common Warren G. Wintrub 1,000 *
Common Barclay G. Jones III -- --
Common Claude Fernandez 500 (3) *
Common H. Augustus Carey 3,000 (4) *
Common Michael D. Roberts 500 (5) *
Common Anthony S. Mohl 1,000 (6) *
Directors & Executive
Officers as a Group
(17 persons) 54,409 *
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(*) Less than 1% of the class of shares.
(1) Includes 20,000 Shares owned by the Advisor, of which Carey Fiduciary
Advisors, Inc. ("CFA"), a corporation wholly owned by Mr. William P. Carey,
is the general partner, and 20,300 Shares owned by the W. P. Carey
Foundation, a charitable foundation of which Mr. William P. Carey is
Chairman. The inclusion of these Shares in the table shown above is not to
be construed as a representation that Mr. William P. Carey beneficially
owns such Shares.
(2) Includes 20,000 Shares owned by the Advisor attributed to Mr. Francis J.
Carey by reason of his position as President of CFA, the general partner of
the Advisor, and 20,300 Shares owned by the W. P. Carey Foundation, a
charitable foundation of which Mr. Francis J. Carey is President. The
inclusion of these Shares in the table shown above is not to be construed
as a representation that Mr. Francis J. Carey beneficially owns such
Shares.
(3) These Shares are held as custodian for one of Mr. Fernandez's children. Mr.
Fernandez disclaims beneficial ownership of such Shares.
(4) Of these Shares, 500 are held by Mr. Carey's wife and 2,000 are held in a
custodial account for two of his children. Mr. Carey disclaims beneficial
ownership of such Shares.
(5) These Shares are held as custodian for Mr. Roberts' child. Mr. Roberts
disclaims beneficial ownership of such Shares.
(6) These Shares are held as custodian for Mr. Mohl's two children. Mr. Mohl
disclaims beneficial ownership of such Shares.
</TABLE>
<PAGE>
Board Compensation Committee Report on Executive Compensation
Securities and Exchange Commission Regulations require the disclosure of
the compensation policies applicable to executive officers in the form of a
report by the compensation committee of the Board of Directors (or a report of
the full Board of Directors in the absence of a compensation committee). As
noted above, the Company has no employees and pays no compensation. As a result,
the Board of Directors has not considered compensation policy for employees and
has not included a report with this proxy statement.
Performance Graph
The graph below provides an indicator of cumulative shareholder returns for
the Company as compared with the S&P 500 Stock Index and a Peer Group (1).
[GRAPHIC-GRAPH PLOTTED TO POINTS BELOW]
<TABLE>
<CAPTION>
Five year Return among
CPA:10, S&P 500 Index and Peer Group Index
-------------------------------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.00 107.62 118.45 120.01 165.13 211.04
CPA:10 100.00 108.12 116.99 126.64 137.14 148.52
Peer 100.00 108.18 116.67 124.91 131.66 138.78
Peer w/o CIP & CPA:12 100.00 110.12 119.96 128.11 134.28 140.92
</TABLE>
<PAGE>
(1) The Peer Group Index included in the Performance Graph has been constructed
and calculated by the Company. The Peer Group is comprised of issuers whose
securities are publicly held but for which no active trading market exists. The
index has been constructed assuming a constant share price and the annual
reinvestment of dividends. The issuers included in the peer group and the
relative weighting of the issuers' returns in the total index (calculated using
total initial market capitalization) are as follows:
<TABLE>
<CAPTION>
WEIGHTING IN
PEER GROUP INDEX
---------------------------
ISSUER 1994 1995 1996
- ------ ---- ---- ----
<S> <C> <C> <C>
PW Independent Living Mortgage Fund, Inc. 16.75% 16.75% 16.75%
PW Independent Living Mortgage Fund, Inc. II 11.54% 11.54% 11.54%
PW Retail Property Investments, Inc. 22.27% 22.27% 22.27%
T. Rowe Price Renaissance Fund, Ltd. 4.68% 4.68% 4.68%
CPA:11 31.62% 31.62% 31.62%
CPA:12 13.14% 13.14% 13.14%
</TABLE>
Certain Transactions
William P. Carey, the Company's Chief Executive Officer, and Francis J.
Carey, the Company's President, are both members of the Company's Board of
Directors. During 1996, the Advisor, a Pennsylvania limited partnership whose
general partner is Carey Fiduciary Advisors, Inc. ("CFA") and whose limited
partners are William P. Carey and Francis J. Carey, was retained by the Company
to provide advisory services in connection with identifying and analyzing
prospective property investments as well as providing day-to-day management
services to the Company. All of the outstanding stock of CFA is owned by William
P. Carey. For the services it provides to the Company, the Advisor earns an
Asset Management Fee of .5% of the average invested assets of the Company and a
.5% incentive fee which is subordinated to an 8% return to Shareholders. During
1996, the Asset Management Fee earned and received by the Advisor was $800.00.
The Advisor will earn Subordinated Incentive Fees of the same amount if and when
the cumulative cash dividend return of 8% is satisfied. Payment of the remainder
of the Asset Management Fee has been deferred by the Advisor.
In connection with services provided to the Company or the Advisor relating
to property acquisitions or other investments made by the Company in 1996,
sellers of properties and tenants paid affiliates of the Advisor transaction
fees relating to property acquisitions totaling $0 in 1996. The total purchase
price of the properties acquired by the Company, including all fees relating to
such acquisitions, did not exceed the appraised value of the properties.
Shareholder Proposals
Any proposal which a Shareholder intends to present at the Company's 1998
Annual Meeting of Shareholders must be received by the Company no later than
December 15, 1997 in order to be included in the Company's Proxy Statement and
form of proxy relating to that meeting.
<PAGE>
Independent Public Accountants
The Company from its inception has engaged the firm of Coopers & Lybrand as
its independent public accountants, and the Board of Directors has selected
Coopers & Lybrand as auditors of 1997.
A representative of Coopers & Lybrand will be present at the Annual
Meeting, will be given the opportunity to make any statement he desires to make
and will be available to respond to questions.
Other Matters
Management does not know of other matters which are likely to be brought
before the meeting. However, in the event that any other matters properly come
before the Annual Meeting, the persons named in the enclosed proxy are expected
to vote the Shares represented by such proxy on such matters in accordance with
their best judgment.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed proxy is to be borne by the Company.
In addition to the solicitation of proxies by the use of the mails, the
Company may utilize some of the officers and employees of the Advisor (who will
receive no compensation in addition to their regular salaries) to solicit
proxies personally and by telephone. The Company does not currently intend to
retain a solicitation firm to assist in the distribution of proxy statements and
the solicitation of proxies, but if sufficient proxies are not returned to the
Company it may retain an outside firm to assist in proxy solicitation for a fee
estimated not to exceed $7,500 plus out of pocket expenses. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the Proxy Statement to their principals and to request authority for
the execution of proxies, and will reimburse such persons for their expenses in
so doing.
By order of the Board of Directors
/s/William P. Carey
-------------------
William P. Carey
Chairman of the Board and
Chief Executive Officer
April 29, 1997
<PAGE>
REVOCABLE PROXY
CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
Proxy for Annual Meeting of Shareholders
June 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of Corporate Property Associates 10 Incorporated
appoints H. Augustus Carey, John J. Park and Claude Fernandez, and each of them,
with full power of substitution, as proxy to vote all shares of the undersigned
in Corporate Property Associates 10 Incorporated at the Annual Meeting of
Shareholders to be held on June 10, 1997 and at any adjournment thereof, with
like effect and as if the undersigned were personally present and voting, upon
the following matters:
1. Election of Directors for the One-Year Term Expiring in 1997
William P. Carey Barclay G. Jones III
Ralph G. Coburn William Ruder
George Stoddard Charles C. Townsend, Jr. Warren G. Wintrub
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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2. Such other matters as may properly come before the meeting at the discretion
of the proxy holders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED. IF NO CHOICE IS SPECIFIED, THIS
PROXY WILL BE VOTED (1) FOR THE NOMINATED DIRECTORS, AND (2) FOR OR AGAINST ANY
OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING AT THE DISCRETION OF THE
PROXY HOLDER.
SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
<PAGE>
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
