Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ 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)
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[GRAPHIC-CPA:10 LOGO]
[LETTERHEAD FOR Corporate Property Associates 10 Incorporated
Carey Property Advisors]
April 25, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, JUNE 15, 2000
Dear CPA(R):10 Shareholder,
On Thursday, June 15, 2000, Corporate Property Associates 10 Incorporated
will hold its 2000 annual meeting of shareholders at the executive offices of
CPA(R):10, 50 Rockefeller Plaza, New York. The meeting will begin at 2:00 p.m.
We are holding this meeting:
o To elect five directors for the following year; and
o To transact such other business as may properly come before the
meeting.
Only shareholders who owned stock at the close of business on March 31,
2000 are entitled to vote at the meeting.
CPA(R):10 mailed this Proxy Statement, proxy, and its Annual Report to
shareholders on or about May 1, 2000.
By Order of the Board of Directors
/s/Susan C. Hyde
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Susan C. Hyde
Secretary
It is important that your shares be represented and voted at the meeting,
whether or not you attend the meeting. You can vote your shares by marking your
votes on the enclosed proxy, signing and dating it and mailing it in the
business reply envelope provided. If you attend the meeting, you may withdraw
your proxy and vote in person.
W.P. Carey & Co., Inc., 50 Rockefeller Plaza, New York, NY 10020 212-402-1100
Fax 212-977-3022 W.P. CAREY
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CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED
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PROXY STATEMENT
April 25, 2000
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QUESTIONS & ANSWERS
Who is soliciting my proxy?
We, the directors of CPA(R):10, are sending you this Proxy Statement and
the enclosed proxy.
Who is entitled to vote?
Shareholders of CPA(R):10 as of the close of business March 31, 2000 (the
record date) are entitled to vote at the annual meeting.
How many shares may vote?
At the close of business on the record date, March 31, 2000, CPA(R):10 had
7,633,558 shares outstanding and entitled to vote. Every shareholder is entitled
to one vote for each share held.
How do I vote?
You may vote your shares either by attending the annual meeting or by
proxy. To vote by proxy, sign and date the enclosed proxy and return it in the
enclosed envelope. If you return your proxy but fail to mark your voting
preference, your shares will be voted FOR each of the nominees. We suggest that
you return a proxy even if you plan to attend the meeting.
May I revoke my proxy?
Yes, you may revoke your proxy at any time before the meeting by voting in
person, notifying CPA(R):10's secretary, or submitting a later-date proxy. The
mailing address of CPA(R):10 is 50 Rockefeller Plaza, New York, New York 10020.
You should mail your notice of revocation of proxy to that address.
What is a "quorum"?
A "quorum" is the presence, either in person or represented by proxy, of a
majority of the shares entitled to vote at the meeting. There must be a quorum
for the meeting to be held. A nominee must receive the affirmative vote of a
majority of the votes cast at the meeting to be elected to the board.
How will voting on shareholder proposals be conducted?
We do 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, your signed proxy gives authority to the persons named in the
proxy to vote your shares on those matters in accordance with their best
judgment.
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Who will pay the cost for this proxy solicitation and how much will it cost?
CPA(R):10 will pay the cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Meeting and the enclosed proxy. In addition to the
solicitation of proxies by mail, we may utilize some of the officers and
employees of Carey Property Advisors, L.P. (who will receive no compensation in
addition to their regular salaries) to solicit proxies personally and by
telephone. Currently, we do not intend to retain a solicitation firm to assist
in the solicitation of proxies, but if sufficient proxies are not returned to
us, we may retain an outside firm to assist in proxy solicitation for a fee
estimated not to exceed $7,500 plus out-of-pocket expenses. We 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.
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When are shareholder proposals for the 2001 annual meeting due?
We must receive any proposal which a shareholder intends to present at
CPA(R):10's 2001 annual meeting of shareholders no later than December 15, 2000
in order to be included in the CPA(R):10's Proxy Statement and form of proxy
relating to that meeting.
We will provide shareholders, without charge, a copy of CPA(R):10's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 1999, including the financial statements and schedules
attached thereto, upon written request to Ms. Susan C. Hyde, Director of
Investor Relations of CPA(R):10, at Corporate Property Associates 10
Incorporated, 50 Rockefeller Plaza, New York, New York 10020.
ELECTION OF DIRECTORS
At the annual meeting, you and the other shareholders will elect five
directors, each to hold office until the next annual meeting of shareholders
except in the event of death, resignation or removal. If an nominee is
unavailable for election, proxies will be voted for another person nominated by
the board of directors. Currently, the board is unaware of any circumstances
which would result in a nominee being unavailable. All of the nominees are now
members of the board of directors.
NOMINEES FOR 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 CPA(R):10, are as
follows:
WILLIAM P. CAREY
AGE: 69
DIRECTOR SINCE: 1993
Mr. Carey, Chairman and Chief Executive Officer of W.P. Carey & Co. since
1973, 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. 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 also received a
Sc. D. honoris causa from Arizona State University and is a Trustee of The Johns
Hopkins University and other educational and philanthropic institutions. He has
served for many years on 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. In the fall of 1999, Mr. Carey
was Executive-in-Residence at Harvard Business School. He also serves as
Chairman of the Board and Chief Executive Officer of CIP(R), CPA(R):12,
CPA(R):14 and as a director of Carey Diversified LLC. Mr. Carey is an uncle of
H. Augustus Carey.
RALPH G. COBURN
AGE: 90
DIRECTOR SINCE: 1993
Mr. Coburn, Rear Admiral USNR (Ret.), is former President and Chief
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Executive Officer of Hubbard Real Estate Investments (now Urstadt Biddle
Properties), an equity REIT sponsored by Merrill Lynch and listed on the New
York Stock Exchange. He was also Senior Vice President and a director of Merrill
Lynch Hubbard, Inc. specializing in real estate and corporate finance. At
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, D.C., representing the multi-billion
dollar REIT industry, and also serves as a director of CIP(R) and CPA(R):12.
WILLIAM RUDER
AGE: 78
DIRECTOR SINCE: 1997
Mr. Ruder, 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.
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He is a former Assistant Secretary of Commerce of the United States and has
served on the boards of directors of the United Nations Association of the
United States of America, and Junior Achievement and on the Council on Economic
Priorities and is a Trustee of the Committee for Economic Development. 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 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., Inc. from 1987 to 1990. He also is a director of CPA(R):12 and
CPA(R):14.
GEORGE E. STODDARD
AGE: 83
DIRECTOR SINCE: 1997
Mr. Stoddard 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 serves as a Managing
Director of W.P. Carey & Co., Inc. Mr. Stoddard is also a director of CIP(R),
CPA(R):12 and CPA(R):14.
WARREN G. WINTRUB
AGE: 66
DIRECTOR SINCE: 1997
Mr. Wintrub retired in 1992 from Coopers and Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) after 35 years. Mr. Wintrub was elected a partner in
Coopers & Lybrand in 1963, 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. from Ohio State University
and an LL.B. from Harvard Law School. He currently serves as a director of
Chromcraft Revington, Inc. and Getty Realty Co. Mr. Wintrub is also a director
of CIP(R)and CPA(R):14.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
H. AUGUSTUS CAREY
Age: 42
Mr. Carey, President, is Senior Vice President and a Managing Director of
W.P. Carey & Co. He returned to W.P. Carey & Co. as a Vice President in August
1988, was elected a First Vice President in April 1992 and a Managing Director
in 1997. He also serves as President of CPA(R):10, CPA(R):12, CPA(R):14 and
CIP(R). Mr. Carey previously worked for W.P. Carey & Co. from 1979 to 1981 as
Assistant to the President. From 1984 to 1987, Mr. Carey served as a loan
officer in the North American Department of Kleinwort Benson Limited in London,
England. He received his A.B. in Asian Studies from Amherst College in 1979 and
a M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is
Chairman of the Corporate Advisory Council for the International Association for
Investment Planners and a Trustee for the Oxford Management Center Advisory
Council. He is a nephew of William P. Carey.
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GORDON F. DUGAN
AGE: 33
Mr. DuGan was elected President of W.P. Carey & Co. in 1999, Executive Vice
President and a Managing Director of W.P. Carey & Co. in June 1997. Mr. DuGan
rejoined W.P. Carey & Co. as Deputy Head of Acquisitions in February 1997. Mr.
DuGan was until September 1995 a Senior Vice President in the Acquisitions
Department of W.P. Carey & Co. From October 1995 until February 1997, Mr. DuGan
was Chief Financial Officer of Superconducting Core Technologies, Inc., a
Colorado-based wireless communications equipment manufacturer. Mr. DuGan joined
W.P. Carey & Co. as Assistant to the Chairman in May 1988, after graduating from
the Wharton School at the University of Pennsylvania where he concentrated in
Finance. He also serves as a director of Carey Diversified LLC.
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CLAUDE FERNANDEZ
AGE: 47
Mr. Fernandez is a Managing Director, Executive Vice President and Chief
Administrative Officer of W.P. Carey & Co. Mr. Fernandez joined W.P. Carey & Co.
as Assistant Controller in March 1983, was elected Controller in July 1983, a
Vice President in April 1986, a First Vice President in April 1987, a Senior
Vice President in April 1989 and Executive Vice President in April 1991. Prior
to joining W.P. Carey & Co., Mr. Fernandez was associated with Coldwell Banker,
Inc. in New York for two years and with Arthur Andersen & Co. in New York for
over three years. Mr. Fernandez, a Certified Public Accountant, received a B.S.
in Accounting from New York University in 1975 and an M.B.A. in Finance from
Columbia University Graduate School of Business in 1981.
ANNE R. COOLIDGE
AGE: 31
Ms. Coolidge joined W.P. Carey & Co. in 1993 as Assistant to the Chairman
and was elected Executive Vice President and Portfolio Manager of CPA(R):10 in
April 1998. Ms. Coolidge received an A.B. from Harvard College and an M.B.A.
from Columbia University's Graduate School of Business.
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors of CPA(R):10 has a standing Audit Committee. The
Audit Committee, which held two meetings in 1999 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 CPA(R):10's systems of
internal control and accounting policies for effectiveness in safeguarding the
assets of CPA(R):10. Members of this Audit Committee include Warren G. Wintrub,
William Ruder and William P. Carey. The board of directors of CPA(R):10 does not
have a standing nominating or compensation committee.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were four board meetings held in 1999. No incumbent director attended
less than 75% of the total number of board and Audit Committee meetings held in
1999.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
CPA(R):10 has no employees. Day-to-day management functions are performed
by Carey Property Advisors, L.P. Please see the section titled "Certain
Transactions" for a description of the contractual arrangement between CPA(R):10
and Carey Property Advisors.
During 1999, CPA(R):10 paid no cash compensation to any of its executive
officers.
During 1999, the directors as a group received fees of $45,000. William P.
Carey and George E. Stoddard did not receive compensation for serving as
directors.
SECURITIES OWNERSHIP BY MANAGEMENT
"Beneficial Ownership" as used herein has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission and is
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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, March 31, 2000, we know
of no shareholder who owns beneficially 5% or more of the outstanding shares of
CPA(R):10.
The following table shows how many shares of CPA(R):10's common stock the
directors and executive officers owned as of March 31, 2000, the record date.
William P. Carey owned 6.21% of the common stock. No other director or executive
officer beneficially owned more than 1% of the common stock. The directors and
executive officers as a group did owned 6.34% of the common stock.
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Director and Officer Stock Ownership
Shares of Common Stock
Name Beneficially Owned
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William P. Carey.................. 473,814(1)
Ralph G. Coburn................... 1,000
William Ruder..................... 2,500
Warren Wintrub.................... 1,000
H. Augustus Carey................. 3,000(2)
Claude Fernandez.................. 500
Directors & Executive Officers as a Group
(18 persons).................... 484,314
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(1) Includes 436,264 shares owned by the Advisor, 12,500 shares owned by W.P.
Carey & Co., and 25,050 shares owned by W.P. Carey Foundation, a charitable
foundation of which Mr. Carey is Chairman. The inclusion of these shares in
the table shown above is not to be construed as a representation that Mr.
Carey beneficially owns such shares.
(2) Mr. Carey holds 2,000 of these shares in a custodial account for his
children. Mr. Carey disclaims beneficial ownership of such shares.
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,
CPA(R):10 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.
STOCK PERFORMANCE GRAPH
Comparison of Five - Year Cumulative Return. The graph below provides an
indicator of cumulative shareholder returns for the CPA(R):10 as compared with
the S&P 500 Stock Index and a Peer Group(1).
[GRAHIC-GRAPH PLOTTED TO POINTS LISTED ON NEXT PAGE]
(1) The Peer Group Index included in the Performance Graph has been constructed
and calculated by CPA(R):10. 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:
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<TABLE>
<CAPTION>
WEIGHTING IN WEIGHTING IN PEER
ISSUER PEER GROUP INDEX CPA'S GROUP INDEX WITHOUT
--------------------------------------------------
1996 1997 1998 1996 1997 1998
--------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PW Independent Living Mortgage Fund, Inc. 0.46% 0.28% 0.35% 0.27% 0.27% 0.29%
PW Independent Living Mortgage Fund, Inc. II 0.32% 0.14% 0.17% 0.15% 0.17% 0.20%
CPA:10 0.91% 0.39% 0.39% 0.35% 0.23% 0.23%
CIP 2.07% 0.89% 0.90% 0.91% 0.62% 0.63%
CPA:12 3.07% 1.42% 1.50% 1.50% 1.03% 1.03%
CNL American Properties 0.00% 3.55% 4.06% 4.24% 2.97% 2.72%
CPA:14 0.00% 0.00% 0.00% 0.00% 0.89% 0.91%
CNL Hospitality Properties 0.00% 0.00% 0.00% 0.00% 0.60% 0.93%
Wells Real Estate Investment Trust 0.00% 0.00% 0.00% 0.00% 0.30% 0.34%
--------------------------------------------------
6.83% 6.69% 7.38% 7.42% 7.07% 7.27%
</TABLE>
CERTAIN TRANSACTIONS
William P. Carey, Chief Executive Officer, is a member of the CPA(R):10's
board of directors. During 1999, the Advisor, a Pennsylvania limited partnership
whose general partner is Carey Fiduciary Advisors, Inc., and whose limited
partners are William P. Carey and Francis J. Carey, was retained by CPA(R):10 to
provide advisory services in connection with identifying and analyzing
prospective property investments as well as providing day-to-day management
services to CPA(R):10. William P. Carey owns all of the outstanding stock of
Carey Fiduciary Advisors. For the services it provides to the company, the
Advisor earns an asset management fee and a performance fee, each equal to a
percentage of the average invested assets of the company for the preceding
month, payable monthly. The payment of the performance fee, however, is
subordinated to specified returns to shareholders. During 1999, the asset
management and performance fees earned by the Advisor were $798,868 and
$798,868, respectively. The performance fee will be paid at a future time if
certain performance criteria are satisfied.
INDEPENDENT PUBLIC ACCOUNTANTS
From our inception, we have engaged the firm of PricewaterhouseCoopers LLP
as our independent public accountants, and we have selected
PricewaterhouseCoopers LLP as auditors for 2000.
A representative of PricewaterhouseCoopers LLP will be available at the
annual meeting to answer questions.
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REVOCABLE PROXY
CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy for Annual Meeting of Shareholders
June 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of Corporate Property Associates 10 Incorporated
appoints H. Augustus Carey 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 15, 2000 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 2001:
William P. Carey Ralph G. Coburn William Ruder
George E. Stoddard Warren G. Wintrub
With- For All
For hold 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.
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.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
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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
