<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, 1995
-----------------------------------------------
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 0-17620
--------------------------------------------------------
CORPORATE PROPERTY ASSOCIATES 8, L.P., A DELAWARE LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 13-3469700
- ------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
- ------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 492-1100
----------------------------------------------------
</TABLE>
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
- ------------------------------------------------------------------------------
(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 delinquent filers pursuant to Item 405
of Regulation S-K (Sec.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 ]
<PAGE>
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 Delaware limited
partnership on October 20, 1987. The General Partners of Registrant are
Eighth Carey Corporate Property, Inc. (the "Corporate General Partner"), a
Delaware corporation, and William Polk Carey (the "Individual General
Partner"). The Corporate General Partner is wholly owned by the Individual
General Partner. 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 4, a California limited partnership
("CPA(R):4"), Corporate Property Associates 5 ("CPA(R):5"), Corporate Property
Associates 6 - a California limited partnership ("CPA(R):6"), Corporate
Property Associates 7 - a California limited partnership ("CPA(R):7"),
Corporate Property Associates 9, L.P., a Delaware limited partnership
("CPA(R):9"), and the advisors 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 the Corporate General Partner.
According to the terms of this agreement, the Corporate General Partner
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 February 17, 1988 filed pursuant to Rule 424(b), as supplemented by
Supplements dated June 22, 1988, August 31, 1988 and November 22, 1988 and as
amended on September 22, 1988, January 5, 1989 and March 15, 1989 under the
Securities Act of 1933 and incorporated herein by reference (said Prospectus,
as so supplemented and amended, is hereinafter called the "Prospectus").
Commencing on February 17, 1988, Registrant offered to the public
(the "Public Offering") 49,900 Limited Partnership Units (the "Units") through
Carey Financial Corporation ("Carey Financial"), as Sales Agent, at a price of
$1,000 per Unit. The Units were registered under the Securities Act of 1933
(Registration No. 33-18478). Under the terms of the Public Offering, as the
Registrant received subscriptions for more than 49,900 Units, the Sales Agent
exercised its right to sell a maximum of an additional 50,000 Units. The
first admission of Limited Partners occurred on June 9, 1988, with Registrant
issuing a total of 67,649.316 Units during the offering. On March 15, 1989
Registrant filed Post Effective Amendment No. 4 with the Securities and
Exchange Commission withdrawing from registration the balance of the Units.
The properties owned by Registrant are described in Item 2.
Registrant's net proceeds from the public offering, less a working capital
reserve, have been fully invested in net leased commercial and industrial real
estate since October 26, 1990, 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 operation of
a hotel business. In connection with assuming the operation of the hotel
business in 1992, Management's intention has been to preserve the value of the
underlying investment and generate a contribution to Registrant's cash flow.
See Selected Financial Data in Item 6 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 hotel property and a property formerly leased to
NVRyan L.P. ("NVRyan") which is vacant, all of Registrant's properties are
leased to corporate tenants under long-term net leases. A net lease generally
requires tenants to pay all operating expenses relating to the leased
properties including maintenance, real estate taxes, insurance and utilities
which under other forms of leases are often paid by the lessor. 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 require the lessees to
indemnify Registrant and the General Partners for liabilities on all matters
related to the leased properties. Registrant believes that the insurance and
indemnity provided on its
- 1 -
<PAGE>
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 the leased
properties and primary property and liability coverages on its hotel and
vacant property. 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 liability or environmental
claims. Currently, there are no claims pending for property damages or
liability claims.
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 (i.e. expenses) reportable with respect to
Registrant's leased properties. Current rental income is reported in Note 9
to the Financial Statements in Item 8. As discussed in Registrant's
Management's Discussion and Analysis in Item 7, 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. Registrant's leases generally provide for multiple
renewal terms with the initial term on its significant leases scheduled to
expire between 1998 and 2014. Several of the leases include purchase options,
with such options generally at an exercise price based on the greater of fair
market value, as defined in the lease, or a stated amount.
As Registrant's objective has been to invest in long-term net leases
for properties which are occupied by a single corporate tenant with such lease
obligation backed by the credit of the corporate lessee, Registrant's
properties generally have not been subject to competitive conditions of local
and regional real estate markets. Competitive conditions of local and
regional real estate markets may have a more material affect on Registrant as
leases terminate in the future; however, no significant leases are scheduled
to terminate until 1998. 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. Although Registrant's hotel is
subject to the competitive conditions that would be expected of a hotel
situated near the commercial airport of a major metropolitan area, the hotel
has maintained occupancy rates of approximately 82% and 81% in 1995 and 1994,
respectively, while the average room rate for 1995 and 1994 increased
moderately.
For the year ended December 31, 1995, revenues from properties
occupied by lessees which accounted for 10% or more of the total operating
revenues of Registrant were as follows: Advanced System Applications, Inc.,
21%; Sybron Acquisition Company, 17% and Dr Pepper Bottling Company of Texas
("Dr Pepper"), 13%. No other property owned by Registrant accounted for 10%
or more of its total operating revenue during 1995. See Note 9 to the
Financial Statements in Item 8.
On March 30, 1995, the Registrant entered into a lease amendment
agreement on the existing lease for three properties occupied by United
Stationers Supply Co. in consideration for agreeing to release the lease
guarantor from its unconditional guarantee of lease obligations. Pursuant to
the amendment, the initial term of the lease was extended from December 31,
2003 to March 31, 2010 and annual rentals were increased from $635,283 to
$812,500.
In July 1994, Registrant and CPA(R):7 entered into a lease
modification agreement with ASA which allows ASA to terminate its lease for
the Bloomingdale, Illinois property, which Registrant and CPA(R):7 own as
tenants-in-common with 33.64% and 66.36% ownership interests, respectively, in
June 1997 instead of June 2003. Under the modification agreement, annual rent
increased to $5,200,000 (of which the Partnership's share is $3,450,720) from
$1,850,000 (of which Registrant's share was $1,227,660). In consenting to the
modification, the mortgage loan payments were substantially increased so that
the loan fully amortized on March 1, 1996. Although ASA is obligated to make
its lease payments through June 1997, it is in the process of vacating the
property. To the extent that Registrant and CPA(R):7 enter into new leases
for any vacated space, ASA is entitled to one-third of all rentals received,
net of any landlord costs, during the remaining term of its lease. On January
31, 1996, together with CPA(R):7 entered into a lease with the United States
Postal Service (the "Postal Service") for a portion of the property in
Bloomingdale, Illinois. The lease has a 10-year term commencing May 1, 1996,
with annual rentals of $722,800 (of which Registrant's share will be
$479,650), increasing to $822,800 after 5 years. Registrant and CPA(R):7
retain the obligation to provide maintenance and support services to the
lessee. The lease provides for rent escalations in 1998 based on increases in
certain
- 2 -
<PAGE>
operating costs incurred by Registrant and CPA(R):7. In addition, the Postal
Service will reimburse Registrant and CPA(R):7 for a portion of real estate
taxes on the property based on the area it occupies. The lease also provides
the Postal Service an option to terminate the lease after 5 years. As more
space is vacated by ASA, the Postal Service has a right of first refusal for
such space. Registrant and CPA(R):7 will provide the Postal Service a tenant
improvement allowance of up to $600,000 (of which the Partnership's share is
$398,160).
In connection with the purchase of its properties, Registrant
required sellers of such properties to perform environmental reviews.
Management believes, based on the results of such reviews, that Registrant's
properties were in substantial compliance with Federal and state environmental
statutes at the time the properties were acquired. However, 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 most instances where
contamination has been identified, tenants are actively engaged in the
remediation process and addressing identified conditions. 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
with provisions of such indemnification specifically addressing environmental
matters. Accordingly, Management believes that the ultimate resolution of
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. In February 1995,
Registrant engaged American General Hospitality Corp., a hotel management
company, to manage Registrant's hotel operation. The Corporate General
Partner of Registrant or 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
an agreement with the Corporate General Partner pursuant to which the
Corporate General Partner provides certain management services for Registrant.
- 3 -
<PAGE>
Item 2. Properties.
----------
<TABLE>
<CAPTION>
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ---------------------- ------------------- ------------------------- ---------------------------
<S> <C> <C> <C>
GENERAL ELECTRIC Office/Research King of Prussia, Ownership of a 50%
COMPANY Facility Pennsylvania interest in a joint venture
which owns land and
building (1)
(2) Hotel Kenner, Ownership of a 53.617%
Louisiana interest in land
and building (1)
ASG ACQUISITION Industrial Olive Branch, Ownership of land
CORP./AMERICAN and Office Mississippi and building
SIGNATURE Buildings
ASG ACQUISITION Industrial Building Dekalb County, Ownership of a 26.43%
CORP./AMERICAN and Office Facility Georgia interest in land and
SIGNATURE buildings (1)
AUTOZONE, INC. Retail Stores Jacksonville, Ownership of land
Florida - 2; and buildings (1)
Albany, Augusta,
Brunswick and
Macon, Georgia;
Columbia, South Carolina;
Houston and San Antonio,
Texas; Albuquerque and
Farmington, New Mexico
ADVANCE SYSTEM Office Building Bloomingdale, Ownership of a
APPLICATIONS, INC. Illinois 66.36% interest in
and UNITED STATES land and building
POSTAL SERVICE
HIGH VOLTAGE Manufacturing Sterling, Ownership of land
ENGINEERING and Office Massachusetts; and buildings (1)
CORPORATION Buildings East Hempfield
Township, Pennsylvania
MAYFAIR MOLDED Manufacturing Schiller Park, Ownership of land
PRODUCTS Facility Illinois and building
CORPORATION
SYBRON Manufacturing and Penfield, Ownership of a
ACQUISITION Office Buildings New York; 75.26% interest in
COMPANY Portsmouth, land and buildings
New Hampshire; (1)
Dubuque, Iowa;
Glendora, California;
Romulus, Michigan
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ---------------------- --------------------- ---------------------- ------------------------------
<S> <C> <C> <C>
STATIONERS Office/Warehouse San Antonio, Texas; Ownership of land
DISTRIBUTING Facility Memphis, Tennessee; and buildings (1)
COMPANY New Orleans, Louisiana
FEDERAL EXPRESS Office/Warehouse College Ownership of land
CORPORATION Facility Station, Texas and building
NV RYAN L.P. Manufacturing Thurmont, Ownership of a
Facility Maryland and 62.963% interest
Farmington, New York in land and buildings
DR PEPPER BOTTLING Bottling/ Irvine and Ownership of a 50%
COMPANY OF TEXAS Distribution Houston, Texas interest in land and
Office Facility and buildings (1)
ORBITAL SCIENCES Engineering & Chandler, Ownership of a 42%
CORPORATION Fabrication Arizona interest in land and
Facility buildings (1)
FURON COMPANY Manufacturing, Office New Haven, Ownership of a 32.28%
and Warehouse Connecticut; interest in land and
Facilities Mickleton, New Jersey; buildings (1)
Aurora, Mantua and
Twinsburg, Ohio;
Bristol, Rhode Island;
Mt. Pleasant, Texas;
Milwaukee, Wisconsin;
Liverpool, PA.
DETROIT DIESEL Office, Warehouse, Detroit, Ownership of a 20%
CORPORATION Manufacturing, Truck Michigan interest in land and
Repair Facilities and buildings (1)
Waste Treatment Plant
WINN-DIXIE Supermarket Brewton, Alabama Ownership of building (3)
MONTGOMERY, INC.
ALLIED PLYWOOD, Manufacturing/ Manassas, Virginia Ownership of a 62.963%
INC. Office building interest in land and building
(4) Manufacturing/ Fredricksburg, Ownership of a
Office building Virginia 62.963% interest
in land and building
HOTEL CORPORATION Hotel Topeka, Kansas 50% ownership of a limited
OF AMERICA partnership which owns
land and building (1)
</TABLE>
(1) These properties are encumbered by mortgage notes payable.
(2) Registrant and CPA(R):4 operate a hotel business at this property.
(3) This property is subject to a ground lease.
(4) Property is currently vacant.
- 5 -
<PAGE>
The material terms of Registrant's leases with its significant
tenants are summarized in the following table:
<TABLE>
<CAPTION>
Partnership's
Share of Current Lease Terms of
Lease Current Square Rent Per Expiration Renewal Ownership Purchase Gross
Obligor Annual Rent Footage Sq.Ft.(1) (Mo/Year) Terms Interest Option Costs (2)
- --------------------------- ------------------ ------- ---------- ----------- ------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sybron $2,491,920 705,900 $ 4.69 12/13 YES 75.26% The greater $19,006,229
Acquisition interest; of
Corp. (2) remaining fair market
interest value or
owned by $18,897,786
Corporate and any
Property prepayment
Associates 7 premium.
("CPA(R):7")
Dr Pepper 1,999,000 721,947 5.54 06/14 YES 50% The greater 14,166,870
Bottling interest; of
Company remaining fair market
of Texas interest value
owned by of the
Corporate property
Property or
Associates 9 $14,100,000
("CPA(R):9")
Advanced 3,114,091 116,000 40.45 06/97 YES 66.36% N/A 10,868,305
System interest;
Applications, remaining
Inc. interest
owned
by CPA(R):7
Orbital 977,378 280,000 8.31 09/09 YES 42% N/A 8,042,376
Sciences interest;
Corporation remaining
interest
owned
by CPA(R):9
ASG Acquisition
Corp./American
Signature:
Olive 1,046,676 270,500 3.87 06/08 YES 100% The greater 7,685,497
Branch, of fair
MS market
value or
$7,685,000
(less
other
amounts
stated in
lease)
Dekalb 353,490 (3) 432,559 3.09 12/09 YES 26.43% N/A 3,237,611
County, interest;
Georgia remaining
interest
owned
by CPA(R):9
NVRyan, 460,755 327,762 2.23 03/14 YES 62.963% N/A 3,387,605
L.P. interest;
remaining
interest
owned
by CPA(R):7
High Voltage
Engineering
Corporation:
Sterling, 573,222 (3) 70,000 8.19 11/13 YES 100% The greater 4,053,778
MA of
Fair market
Value
or
$4,050,000
and any
prepayment
premium.
Lancaster, 594,522 (3) 70,712 8.41 11/13 YES 100% The greater 5,605,217
PA of
fair market
value
or
$5,600,000
and any
prepayment
penalty.
Furon 835,191 758,271 3.41 07/07 YES 32.28% For the 7,558,979
Company interest; Twinsburg,
remaining Ohio and
interest Liverpool,
owned Pennsylvania properties
by CPA(R):9 only; a sublessee
has an option to purchase
the properties for the
greater of fair
market value or $468,060
and any prepayment
premium.
</TABLE>
- 6 -
<PAGE>
<TABLE>
<CAPTION>
Partnership's
Share of Current Lease Terms of
Lease Current Square Rent Per Expiration Renewal Ownership Purchase Gross
Obligor Annual Rent Footage Sq.Ft.(1) (Mo/Year) Terms Interest Option Costs (2)
- --------------------------- ------------------ ------- ---------- ----------- ------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Detroit $699,114 2,730,750 $1.28 06/10 YES 20% interest; N/A $6,301,384
Diesel remaining
Corporation interest owned
by CPA(R):9
AutoZone, 529,748 54,000 9.81 08/13 YES 100% N/A 5,009,805
Inc.
Stationers 812,500 197,321 4.12 03/10 YES 100% N/A 3,898,038
Distributing
Company, Inc.
Mayfair 460,755 84,197 5.47 12/03 YES 100% The greater of 3,254,356
Molded fair market value
Products or $3,250,000
Corporation and any prepayment
premium.
</TABLE>
(1) Represents rent per square foot when combined with rents applicable to
tenants-in-common.
(2) Includes original cost of investment and net increases or decreases to net
investment subsequent to purchase.
(3) A portion of the rent is variable, based on changes in monthly mortgage
debt service requirements on the properties.
The material terms on the mortgage debt of Registrant's properties are
summarized in the following table:
<TABLE>
<CAPTION>
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/95 Service Date Due at Maturity Prepayment Provisions
- -------------------- --------------- ---------- ----------- ----------- ----------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sybron
Acquistion
Company 11.25% $10,967,807 $1,223,924 01/01/99 $10,282,000 Loan may be prepaid in full or
in part (in multiples of
$100,000) with a prepayment
premium based on a formula
based on the rate for U.S.
Treasury notes.
Dr Pepper Bottling
Company of Texas 11.85 7,946,173 934,970 07/01/99 7,435,000 Loan may be prepaid in full or
in part (in multiples of
$100,000) with a prepayment
premium based on a formula
based on the rate for U.S.
Treasury notes.
</TABLE>
- 7 -
<PAGE>
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 12/31/95 Service Date Due at Maturity Prepayment Provisions
- -------------------- --------------- ---------- ----------- ----------- ----------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASG Acqusition
Corp./American
Signature:
Olive Branch, MS 11.25% $3,901,431 $ 146,305 05/01/96 $3,901,000
Dekalb County, GA 10.50(1) 1,702,573 206,636 01/31/97 1,675,000 Loan may be only prepaid in
full.
High Voltage
Engineering
Corporation:
Sterling, MA 7.491 1,724,277 163,279 12/01/98 2,434,000 Loan may be prepaid in full at
any time with no prepayment
premium if paid within 30 days of
an interest adjustment date, June
1st or December 1st.
Lancaster, PA 7.491 2,697,622 255,441 12/01/98 1,556,000 Loan may be prepaid in full at
any time with no prepayment
premium if paid within 30 days of
an interest adjustment date, June
1st or December 1st.
Orbital Sciences
Corporation 10.00 4,335,913 473,892 09/01/20 Fully amortizing Loan may be prepaid with a
prepayment premium of 5% in
the 6th loan year and
decreasing .5% thereafter
to 1%.
Furon Company 10.40 4,389,795 508,165 01/01/97 4,336,000 Loan may be prepaid with a
prepayment premium based on a
formula based on the rate for
U.S. Treasury notes.
Detroit Diesel
Corporation 7.16 4,951,580 551,681 06/15/10 Fully amortizing Loan may be prepaid with a
prepayment premium ranging
from 5% to .75% from 1995 to
2005, respectively,
with no premium thereafter.
Stationers
Distributing
Company, Inc. 10.36 2,384,438 215,426 12/01/99 2,289,000 Loan may be prepaid with a
prepayment premium based on 180
days of interest at the current
interest rate if paid thereafter.
AutoZone, Inc. 10.50 2,727,870 340,200 08/31/98 2,563,000 Loan may be prepaid in full but
not in part, with a prepayment
premium equal to 4% and
decreasing by 1% every year
thereafter on October 1st.
</TABLE>
- 8 -
<PAGE>
<TABLE>
<CAPTION>
Mortgage
Annual Interest Balance Annual Debt Maturity Estimated Payment
Lease Obligor Rate 12/31/95 Service Date Due at Maturity Prepayment Provisions
- -------------------- --------------- ---------- ----------- ----------- ----------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
General Electric
Company 10.50% $1,729,144(3) $215,558(3) 05/01/98 $1,636,000 (3) Loan may not be prepaid.
Kenner, Louisiana
Hotel property 8.59 3,988,622 471,203 06/30/98 3,649,000 Loan may be prepaid in
full at any time.
Prepayment premium
based on a yield maintenance
formula which shall not be
less that 2% for payments
from June 14, 1994-June
13, 1995 and not less than
1% for prepayments from June
14, 1995-June 13, 1996.
</TABLE>
(1) Variable rate based on the higher of lender's prime rate or the Federal
Funds Rate.
(2) Variable rate equal to the lesser of 10% or the rate necessary to sell
the bonds in a secondary market.
(3) Represents proportional amount from 50% interest in joint venture/limited
partnership holding such mortgage debts.
- 9 -
<PAGE>
Item 3. LEGAL PROCEEDINGS.
-----------------
Registrant and CPA(R):9 instituted litigation in the Chancery Court
of Delaware in November 1993 seeking to attack certain transactions that were
arranged by Heller Financial, Inc. ("Heller"). Registrant alleges that Heller
caused ASG Acquisition Corp. ("ASG") and Foote & Davies, Inc. ("Foote &
Davies") to transfer substantially all of their assets to newly formed
companies controlled by Heller and then purported to sublease the ASG and
Foote & Davies properties to the new entities. The Delaware litigation seeks
to impose full liability under the leases to Heller and the new entities.
In connection with this pending litigation, the defendants' motion
for summary judgment has been briefed by both sides, with oral arguments
pending. The parties are now engaged in settlement negotiations, but no
transaction has been finalized.
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, 1995 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 28 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 5 of Registrant's Annual Report contained in Appendix
A.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
The following financial statements and supplementary data are hereby
incorporated by reference to pages 6 to 20 of Registrant's Annual Report
contained in Appendix A:
(i) Report of Independent Accountants.
(ii) Balance Sheets as of December 31, 1994 and 1995.
(iii) Statements of Income for the years ended December 31, 1993, 1994
and 1995.
(iv) Statements of Partners' Capital for the years ended December 31,
1993, 1994 and 1995.
(v) Statements of Cash Flows for the years ended December 31, 1993, 1994
and 1995.
(vi) Notes to Financial Statements.
Item 9. Disagreements on Accounting and Financial Disclosure.
----------------------------------------------------
NONE
- 10 -
<PAGE>
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
Registrant has no directors or officers. The directors and executive
officers 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 65 Chairman of the Board 10/87
Director
Francis J. Carey 70 President 10/87
Director
George E. Stoddard 79 Chairman of the Investment Committee 10/87
Director
Raymond S. Clark 82 Chairman of the Executive Committee 10/87
Director
Madelon DeVoe Talley 64 Vice Chairman of the Board 10/87
Director
Stephen H. Hamrick 44 Director 10/87
Barclay G. Jones III 35 Executive Vice President 10/87
Director
Lawrence R. Klein 75 Chairman of the Economic Policy 10/87
Committee
Director
Claude Fernandez 43 Executive Vice President 10/87
Chief Administrative Officer
Howard J. Altmann 32 Senior Vice President 8/90
H. Augustus Carey 38 Senior Vice President 8/88
John J. Park 31 Senior Vice President 7/91
Treasurer
Michael D. Roberts 44 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 and Raymond S. Clark
is their brother-in-law. H. Augustus Carey is the nephew of William
Polk Carey and Raymond S. Clark 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,
- 11 -
<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, 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 and
its medical school, 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.
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. 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 and has served as a member
of the Board of Trustees of the Investment Program Association since 1990.
From April 1987 until August 1992, he served as counsel to Reed Smith Shaw &
McClay, counsel for Registrant, the General Partners, the CPA(R) Partnerships
and W.P. Carey and some of its affiliates. A real estate lawyer of more than
30 years' experience, he holds A.B. and J.D. degrees from the University of
Pennsylvania.
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.
Raymond S. Clark is former President and Chief Executive Officer of
the Canton Company of Baltimore and the Canton Railroad Company. A graduate
of Harvard College and Yale Law School, he is presently a Director and
Chairman of the Executive Committee of W.P. Carey and served as Chairman of
the Board of W.P. Carey from its founding in 1973 until 1982. He is past
Chairman of the Maryland Industrial Development Financing Authority.
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 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. Besides her duties at W.P. Carey, Mrs. Talley is also a
former Governor of the N.A.S.D. and is 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 Affairs at Columbia University.
Stephen H. Hamrick is the former Executive Vice President and
Managing Director of Wall Street Investor Services where he completed the sale
and turnaround of its bank based brokerage business. Previously, he served
six years as the Director of Private Investments for PaineWebber Incorporated.
From 1975 until joining PaineWebber in 1988, Mr. Hamrick was associated with
E.F. Hutton & Company (and the successor firm Shearson Lehman Hutton Inc.),
where he held the position of First Vice President and National Director of
Private Placements. Mr. Hamrick is a former Chairman of the Securities
Industry Association's Direct Investment Committee and the Investment Program
Association. He is a Certified Financial Planner and was graduated with
degrees in English and Economics from Duke University.
Barclay G. Jones III, Executive Vice President, Managing Director,
and co-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.
- 12 -
<PAGE>
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.
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.
Howard J. Altmann, Senior Vice President, Investment Department,
joined W.P. Carey in August 1990. He was a securities analyst at Goldman
Sachs & Co. for the retail industry from 1986 to 1988. Mr. Altmann received
his undergraduate degree in economics and finance from McGill University and
his M.B.A. from the Stanford University Graduate School of Business.
H. Augustus Carey, Senior Vice President, returned to W.P. Carey in
1988. 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.
John J. Park, Senior Vice President and Treasurer, 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, where he attained the title of audit manager. A certified public
accountant, Mr. Roberts received a B.A. from Brandeis University and an M.B.A.
from Northeastern University.
The officers and directors of W.P. Carey are substantially the same as
above.
Item 11. Executive Compensation.
----------------------
Under the Amended Agreement of Limited Partnership of Registrant
(the "Agreement"), 9% 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 $577,255 and
$64,139, respectively, from Registrant as their share of Distributable Cash
From Operations during the year ended December 31, 1995. As owner of 100
Limited Partnership Units, the Corporate General Partner received cash
distributions of $8,531 ($85.31 per Unit) during the year ended December 31,
1995. 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, 1995.
In the future, the Corporate General Partner will continue to
receive 9% 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. 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.
- 13 -
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
---------------------------------------------------
Management.
----------
As of December 31, 1995, 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 20, 1996 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 (1) of Class
- -------------- ---------------------- ------------------------ ---------
<S> <C> <C> <C>
Limited Partnership
Units of Registrant William Polk Carey (1) 100 units .15%
Francis J. Carey 10 .02
Raymond S. Clark 5 .01
George E. Stoddard
Madelon DeVoe Talley
Stephen H. Hamrick
Barclay G. Jones III
Lawrence R. Klein
Claude Fernandez
Howard J. Altmann
H. Augustus Carey
John J. Park
Michael D. Roberts ___ ____
All executive officers
and directors as a
group (13 persons) 115 units .18%
=== ====
</TABLE>
(1) As of March 20, 1996, the Corporate General Partner, Eighth 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 Relantionships 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 Financial Statements in Item 8. Michael B. Pollack, First 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.
- 14 -
<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.
Balance Sheets, December 31, 1994 and 1995
Statements of Income for the years ended December 31, 1993, 1994 and 1995
Statements of Partners' Capital for the years ended December 31, 1993, 1994
and 1995
Statements of Cash Flows for the years ended December 31, 1993, 1994 and
1995
Notes to Financial Statements.
The financial statements are hereby incorporated by reference to pages 6 to
20 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,
1995.
Notes to Schedule III.
Schedule III and notes thereto are hereby incorporated by reference to pages
21 to 24 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 Financial Statements
or the Notes thereto, or because the conditions requiring their filing do not
exist.
- 15 -
<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 of Exhibit 3B to Registration
Registrant dated as of February 12, 1988. Statement (Form S-11)
No. 33-18478
4.1 Act of Assumption of Note and Mortgage and Filed as Exhibit 28(F)(1)
Modification of Mortgage dated June 14, 1988 to Registrant's Post-
between Registrant, CPA(R):4, Integra - A Hotel Effective Amendment No. 1
and Restaurant Company ("Integra") and Bell to Form S-11
Atlantic TriCon Leasing Corporation.
4.2 Agreement of Purchase dated June 14, 1988 Filed as Exhibit 28(F)(2)
between Registrant and Integra. to Registrant's Post-
Effective Amendment No. 1
to Form S-11
4.3 Deed of Trust Note dated June 23, 1988 from Filed as Exhibit 28(G)(5)
Registrant, as maker, to Sovran Bank/Central to Registrant's Post-
South ("Sovran"), as payee. Effective Amendment No. 1
to Form S-11
4.4 Deed of Trust and Security Agreement dated Filed as Exhibit 28(G)(6)
June 23, 1988 between Registrant, as grantor, to Registrant's Post-
and James E. Woods, Trustee, as trustee. Effective Amendment No. 1
to Form S-11
4.5 Real Estate Note dated August 24, 1988 Filed as Exhibit 28(H)(4)
from Registrant, as maker, to Pan American to Registrant's Post-
Life Insurance Company, as payee. Effective Amendment No. 1
to Form S-11
4.6 Master Mortgage, Deed of Trust, Deed to Filed as Exhibit 28(H)(5)
Secure Debt, with Uniform Commercial Code to Registrant's Post-
Security Agreement and with Assignment of Effective Amendment No. 1
Leases, Rents and Profits among Registrant, to Form S-11
Theodore Tumminello and Pan American Life
Insurance Company.
4.7 Loan Modification Agreement dated September Filed as Exhibit 28(L)(1)
29, 1988 among Prudential Insurance Company to Registrant's Post-
of America, American National Bank and Trust Effective Amendment No. 2
Company of Chicago, Registrant and CPA(R):7. to Form S-11
4.8 Promissory Note dated November 10, 1988 Filed as Exhibit 28(M)(1)
between Registrant, as Borrower, and Far to Registrant's Post-
West Federal Bank, S.B. ("Far West"), Effective Amendment No. 2
as Lender (Pennsylvania property). to Form S-11
</TABLE>
- 16 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ----------------------------------------------- -------------------------
<S> <C> <C>
4.9 Promissory Note dated November 10, 1988 Filed as Exhibit 28(M)(2)
between Registrant, as Borrower, and Far to Registrant's Post-
West, as Lender (Massachusetts properties). Effective Amendment No. 2
to Form S-11
4.10 Commercial Mortgage with Assignment of Filed as Exhibit 28(M)(3)
Rents and Leases dated November 10, 1988 to Registrant's Post-
between Registrant, as Mortgagor, and Far Effective Amendment No. 2
West, as Mortgagee (Pennsylvania property). to Form S-11
4.11 Commercial Mortgage with Assignment of Filed as Exhibit 28(M)(4)
Rents and Leases dated November 10, 1988 to Registrant's Post-
between Registrant, as Mortgagor, and Far Effective Amendment No. 2
West, as Mortgagee (Massachusetts properties). to Form S-11
4.12 Security Agreement dated November 10, 1988 Filed as Exhibit 28(M)(5)
between Registrant as Debtor, and Far West, to Registrant's Post-
as Secured Party (Pennsylvania property). Effective Amendment No. 2
to Form S-11
4.13 Security Agreement dated November 10, 1988 Filed as Exhibit 28(M)(6)
between Registrant as Debtor, and Far West, to Registrant's Post-
as Secured Party (Massachusetts properties). Effective Amendment No. 2
to Form S-11
4.14 Note Agreement dated December 21, 1988 Filed as Exhibit 4.1
among New England Mutual Life Insurance to Registrant's Form 8-K
Company ("New England"), Registrant dated May 18, 1989
and CPA(R):7.
4.15 $15,000,000 Secured Note from Registrant Filed as Exhibit 4.2
and CPA(R):7 to New England dated to Registrant's Form 8-K
December 22, 1988. dated May 18, 1989
4.16 Deed of Trust and Security Agreement Filed as Exhibit 4.3
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Trustor, and New England, as dated May 18, 1989
Beneficiary, covering the California Property.
4.17 Mortgage and Security Agreement dated Filed as Exhibit 4.4
December 21, 1988 between Registrant and to Registrant's Form 8-K
CPA(R):7, as Mortgagor, and New England, as dated May 18, 1989
Mortgagee, covering the Iowa Property.
4.18 Mortgage and Security Agreement dated Filed as Exhibit 4.5
December 21, 1988 between Registrant and to Registrant's Form 8-K
CPA(R):7, as Mortgagor, and New England, as dated May 18, 1989
Mortgagee, covering the Michigan Property.
4.19 Mortgage and Security Agreement dated Filed as Exhibit 4.6
December 21, 1988 between Registrant and to Registrant's Form 8-K
CPA(R):7, as Mortgagor, and New England, as dated May 18, 1989
Mortgagee, covering the New Hampshire Property.
</TABLE>
- 17 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ---------------------------------------------- ------------------------
<S> <C> <C>
4.20 Mortgage and Security Agreement dated Filed as Exhibit 4.7
December 21, 1988 between Registrant and to Registrant's Form 8-K
CPA(R):7, as Mortgagor, and New England, as dated May 18, 1989
Mortgagee, covering the New York Property.
4.21 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.8
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Assignor, to New England, as dated May 18, 1989
Assignee, covering the California Property.
4.22 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.9
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Assignor, to New England, as dated May 18, 1989
Assignee, covering the Iowa Property.
4.23 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.10
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Assignor, to New England, as dated May 18, 1989
Assignee, covering the Michigan Property.
4.24 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.11
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Assignor, to New England, as dated May 18, 1989
Assignee, covering the New Hampshire Property.
4.25 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.12
dated December 21, 1988 between Registrant to Registrant's Form 8-K
and CPA(R):7, as Assignor, to New England, as dated May 18, 1989
Assignee, covering the New York Property.
4.26 $2,250,000 Promissory Note dated Filed as Exhibit 4.13
February 3, 1989 between Registrant and to Registrant's Form 8-K
CPA(R):9, as Borrower, and New England, dated May 18, 1989
as Lender.
4.27 Mortgage and Security Agreement dated Filed as Exhibit 4.14
February 3, 1989 between Registrant and to Registrant's Form 8-K
CPA(R):9, as Borrower, and New England, dated May 18, 1989
as Lender.
4.28 Assignment of Leases and Rents dated Filed as Exhibit 4.15
February 3, 1989 between Registrant and to Registrant's Form 8-K
CPA(R):9, as Borrower, and New England, dated May 18, 1989
as Lender.
4.29 $8,000,000 Promissory Note dated March Filed as Exhibit 4.16
31, 1989 from Registrant and CPA(R):7, as to Registrant's Form 8-K
Borrower, to Bell Atlantic TriCon dated May 18, 1989
("Tricon"), as Lender.
</TABLE>
- 18 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ------------------------------------------------ ------------------------
<S> <C> <C>
4.30 Mortgage, Assignment of Leases and Rents Filed as Exhibit 4.17
and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Mortgagor, to TriCon, as Mortgagee,
for the Plant City, Florida Property.
4.31 Deed to Secure Debt, Assignment of Leases, Filed as Exhibit 4.18
Rents and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Grantor, to TriCon, as Mortgagee,
for the Jackson County, Georgia Property.
4.32 Deed of Trust, Assignment of Leases, Rents Filed as Exhibit 4.19
and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Grantor, to TriCon, as Grantee,
for the Frederick County, Maryland Property.
4.33 Mortgage, Assignment of Leases and Rents Filed as Exhibit 4.20
and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Mortgagor, to TriCon, as Mortgagee,
for the Farmington, New York Property.
4.34 Deed of Trust, Assignment of Leases, Rents Filed as Exhibit 4.21
and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Grantor, to TriCon, as Grantee,
for the Fredericksburg, Virginia Property.
4.35 Deed of Trust, Assignment of Leases, Rents Filed as Exhibit 4.22
and Other Income and Security Agreement to Registrant's Form 8-K
dated March 31, 1989 between Registrant and dated May 18, 1989
CPA(R):7, as Grantor, to TriCon, as Grantee,
for the Manassas, Virginia Property.
4.36 Assignment of Rents and Leases dated Filed as Exhibit 4.23
March 31, 1989 from Registrant and CPA(R):7, to Registrant's Form 8-K
as Assignor, to TriCon, as Assignee, for dated May 18, 1989
the Plant City, Florida Property.
4.37 Assignment of Rents and Leases dated Filed as Exhibit 4.24
March 31, 1989 from Registrant and CPA(R):7, to Registrant's Form 8-K
as Assignor, to TriCon, as Assignee, for dated May 18, 1989
the Jackson County, Georgia Property.
4.38 Assignment of Rents and Leases dated Filed as Exhibit 4.25
March 31, 1989 from Registrant and CPA(R):7, to Registrant's Form 8-K
as Assignor, to TriCon, as Assignee, for dated May 18, 1989
the Frederick County, Maryland Property.
</TABLE>
- 19 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ------------------------------------------------- ------------------------
<S> <C> <C>
4.39 Assignment of Rents and Leases dated Filed as Exhibit 4.26
March 31, 1989 from Registrant and CPA(R):7, to Registrant's Form 8-K
as Assignor, to TriCon, as Assignee, for dated May 18, 1989
the Farmington, New York Property.
4.40 Assignment of Rents and Leases dated Filed as Exhibit 4.27
March 31, 1989 from Registrant and CPA(R):7, to Registrant's Form 8-K
as Assignor, to TriCon, as Assignee, for dated May 18, 1989
the Virginia Properties.
4.41 Note Agreement dated June 28, 1989 among Filed as Exhibit 4.1
New England, Registrant and CPA(R):9. to Registrant's Form 8-K
dated September 28, 1989
4.42 Deed of Trust and Security Agreement dated Filed as Exhibit 4.2
June 28, 1989 between Registrant and CPA(R):9, to Registrant's Form 8-K
as Trustor, and New England, as Beneficiary. dated September 28, 1989
4.43 Assignment of Leases, Rents and Guaranty Filed as Exhibit 4.3
dated June 28, 1989 from Registrant and CPA(R):9, to Registrant's Form 8-K
as Assignor, to New England, as Assignee. dated September 28, 1989
4.44 $16,200,000 Promissory Note dated June 28, Filed as Exhibit 4.4
1989 from Registrant and CPA(R):9, as Borrower, to Registrant's Form 8-K
to New England, as Lender. dated September 28, 1989
4.45 $9,000,000 Replacement Promissory Note dated Filed as Exhibit 4.1
September 29, 1989 from Registrant and CPA(R):9, to Registrant's Form 8-K
as Maker, to First Interstate Bank of Arizona dated November 16, 1989
("First Interstate").
4.46 Loan Agreement dated May 17, 1989 between Filed as Exhibit 4.2
Space Data Corporation ("SDC"), as Borrower, to Registrant's Form 8-K
and First Interstate, as Lender. dated November 16, 1989
4.47 Deed of Trust, Assignment of Rents, Security Filed as Exhibit 4.3
1989 by and among SDC, as Trustor, and First dated November 16, 1989
Interstate, as Trustee and Beneficiary.
4.48 Assumption and Modification Agreement dated Filed as Exhibit 4.4
September 29, 1989 by and among First to Registrant's Form 8-K
Interstate, as Lender, SDC, as Original dated November 16, 1989
Borrower, Orbital Sciences Corporation
("OSC"), as Guarantor, and Registrant
and CPA(R):9, as Assuming Borrower.
4.49 Assignment of Rents, Leases and Guaranty Filed as Exhibit 4.5
dated September 29, 1989 from Registrant to Registrant's Form 8-K
and CPA(R):9, as Assignor, to First dated November 16, 1989
Interstate, as Assignee.
</TABLE>
- 20 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ------------------------------------------------- ------------------------
<S> <C> <C>
4.50 $885,500 Promissory Note dated November 13, Filed as Exhibit 4.1
1989 from Registrant, as Maker, to Far to Registrant's Form 8-K
West. dated January 25, 1990
4.51 Act of Mortgage, Chattel Mortgage and Filed as Exhibit 4.2
Assignment of Leases by Registrant in to Registrant's Form 8-K
favor of Far West, dated November 13, 1989. dated January 25, 1990
4.52 Assignment of Rents dated November 13, 1989 Filed as Exhibit 4.3
from Registrant, as Maker, to Far to Registrant's Form 8-K
West. dated January 25, 1990
4.53 $766,700 Promissory Note dated November 13, Filed as Exhibit 4.4
1989 from Registrant, as Maker, to Far to Registrant's Form 8-K
West. dated January 25, 1990
4.54 Deed of Trust dated November 13, 1989 by and Filed as Exhibit 4.5
among Registrant, as Trustor, William Earthman to Registrant's Form 8-K
III, as Trustee and Far West, as Beneficiary. dated January 25, 1990
4.55 Assignment of Rents dated November 13, 1989 Filed as Exhibit 4.6
from Registrant, as Assignor, to to Registrant's Form 8-K
Far West, as Assignee. dated January 25, 1990
4.56 Security Agreement dated November 13, 1989 Filed as Exhibit 4.7
between Registrant, as Debtor, and Far to Registrant's Form 8-K
West, as Secured Party. dated January 25, 1990
4.57 $847,800 Promissory Note dated November 13, Filed as Exhibit 4.8
1989 from Registrant, as Maker, to Far to Registrant's Form 8-K
West. dated January 25, 1990
4.58 Deed of Trust dated November 13, 1989 by and Filed as Exhibit 4.9
among Registrant, as Trustor, Charles R. Snakard, to Registrant's Form 8-K
as Trustee and Far West, as Beneficiary. dated January 25, 1990
4.59 Assignment of Rents dated November 13, 1989 Filed as Exhibit 4.10
from Registrant, as Assignor, to to Registrant's Form 8-K
Far West, as Assignee. dated January 25, 1990
4.60 Security Agreement dated November 13, 1989 Filed as Exhibit 4.11
between Registrant, as Debtor, and Far to Registrant's Form 8-K
West, as Secured Party. dated January 25, 1990
4.61 $1,000,000 Extendable Secured Note dated Filed as Exhibit 4.1
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to Commercial Union Life Insurance Company dated March 12, 1990
of America ("Commercial").
4.62 $1,000,000 Extendable Secured Note dated Filed as Exhibit 4.2
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to Ministers Life - A Mutual Life Insurance dated March 12, 1990
Company ("Ministers").
</TABLE>
- 21 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- --------------------------------------------- ------------------------
<S> <C> <C>
4.63 $1,500,000 Extendable Secured Note dated Filed as Exhibit 4.3
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to The North Atlantic Life Insurance Company dated March 12, 1990
of America ("North Atlantic").
4.64 $5,000,000 Extendable Secured Note dated Filed as Exhibit 4.4
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to Northern Life Insurance Company dated March 12, 1990
("Northern").
4.65 $5,000,000 Extendable Secured Note dated Filed as Exhibit 4.5
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to Northwestern National Life Insurance dated March 12, 1990
Company ("Northwestern").
4.66 $500,000 Extendable Secured Note dated Filed as Exhibit 4.6
January 29, 1990 from Registrant and CPA(R):9 to Registrant's Form 8-K
to TNB Stock Company, FAO Texas Life dated March 12, 1990
Insurance Custody Account.
4.67 Note Purchase Agreement dated as of Filed as Exhibit 4.7
January 1, 1990 between Registrant and to Registrant's Form 8-K
CPA(R):9, as Sellers, and Commercial, dated March 12, 1990
Ministers, North Atlantic, Northern,
Northwestern and Texas Life Insurance
Company (collectively, the "Lenders"),
as Purchasers.
4.68 Combination Open-end Mortgage Deed, Security Filed as Exhibit 4.8
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (New Haven Premises).
4.69 Combination Open-end Mortgage Deed, Security Filed as Exhibit 4.9
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Mickleton Premises).
4.70 Combination Open-end Mortgage Deed, Security Filed as Exhibit 4.10
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Aurora and Mantua Premises).
4.71 Combination Open-end Mortgage Deed, Security Filed as Exhibit 4.11
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Twinsburg Premises).
</TABLE>
- 22 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- --------------------------------------------- ------------------------
<S> <C> <C>
4.72 Combination Mortgage Deed, Security Filed as Exhibit 4.12
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Liverpool Premises).
4.73 Combination Mortgage Deed, Security Filed as Exhibit 4.13
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Bristol Premises).
4.74 Combination Deed of Trust, Security Filed as Exhibit 4.14
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Mt. Pleasant Premises).
4.75 Combination Mortgage, Security Filed as Exhibit 4.15
Agreement and Fixture Financing Statement to Registrant's Form 8-K
dated January 29, 1990 between Registrant dated March 12, 1990
and CPA(R):9, as Mortgagors, and the Lenders,
as Mortgagees (Milwaukee Premises).
4.76 Agreement and Assignment of Lessors' Filed as Exhibit 4.16
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (New Haven Premises).
4.77 Agreement and Assignment of Lessors' Filed as Exhibit 4.17
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Mickleton Premises).
4.78 Agreement and Assignment of Lessors' Filed as Exhibit 4.18
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Aurora, Mantua and Twinsburg
Premises).
4.79 Agreement and Assignment of Lessors' Filed as Exhibit 4.19
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Liverpool Premises).
4.80 Agreement and Assignment of Lessors' Filed as Exhibit 4.20
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Bristol Premises).
4.81 Agreement and Assignment of Lessors' Filed as Exhibit 4.21
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Mt. Pleasant Premises).
</TABLE>
- 23 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ----------- ------------------------------------------------ -------------------------
<S> <C> <C>
4.82 Agreement and Assignment of Lessors' Filed as Exhibit 4.22
Interest in Leases dated January 29, 1990 to Registrant's Form 8-K
by Registrant and CPA(R):9, as Lessors, and dated March 12, 1990
the Lenders (Milwaukee Premises).
4.83 $6,750,000 Real Estate Note dated January Filed as Exhibit 4.23
30, 1990 from Registrant and CPA(R):9, as Maker, to Registrant's Form 8-K
to Creditanstalt-Bankverein (the "Bank"), dated March 12, 1990
as Holder.
4.84 Deed to Secure Debt and Security Agreement Filed as Exhibit 4.24
dated January 30, 1990 between Registrant to Registrant's Form 8-K
and CPA(R):9, as Borrower, and the Bank, as dated March 12, 1990
Lender.
4.85 Assignment of Rentals and Leases dated Filed as Exhibit 4.25
January 30, 1990 from Registrant and CPA(R):9, to Registrant's Form 8-K
as Assignor, to the Bank, as Assignee. dated March 12, 1990
4.86 Promissory Note dated June 15, 1990 Filed as Exhibit 4.1
between Registrant and CPA(R):9 to Registrant's Form 8-K
to Hull 753 Corporation ("Hull 753") dated July 13, 1990
as Lender.
4.87 Note Purchase and Participation Agreement, dated Filed as Exhibit 4.2
June 15, 1990 among Detroit Diesel Corporation to Registrant's Form 8-K
("DDC"), Registrant, CPA(R):9 and Hull 753. dated July 13, 1990
4.88 Indenture and Mortgage, Security Agreement Filed as Exhibit 4.3
and Financing Statement from Registrant to Registrant's Form 8-K
and CPA(R):9 to Hull 753. dated July 13, 1990
4.89 Assignment of Leases and Agreement from Filed as Exhibit 4.4
Registrant and CPA(R):9 to Hull 753. to Registrant's Form 8-K
dated July 13, 1990
4.90 Letter of Credit Assignment from Filed as Exhibit 4.5
Registrant and CPA(R):9 to Hull 753. to Registrant's Form 8-K
dated July 13, 1990
10.1 Lease Agreement dated June 14, 1988 between Filed as Exhibit 28(F)(3)
Registrant and CPA(R):4, together, as Landlord, to Registrant's Post-
and Integra, as tenant. Effective Amendment No. 1
to Form S-11
10.2 Co-Tenancy Agreement dated June 14, 1988 Filed as Exhibit 28(F)(7)
between Registrant and CPA(R):4. to Registrant's Post-
Effective Amendment No. 1
to Form S-11
</TABLE>
- 24 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ --------------------------------------------- -------------------------
<S> <C> <C>
10.3 Lease Agreement dated June 23, 1988 between Filed as Exhibit 28(G)(4)
Registrant, as landlord, and ASG, as tenant. to Registrant's Post-
Effective Amendment No. 1
to Form S-11
10.4 Lease Agreement dated August 24, 1988 Filed as Exhibit 28(H)(3)
between Registrant, as landlord, and to Registrant's Post-
AutoZone, Inc. ("AutoZone"), as tenant. Effective Amendment No. 1
to Form S-11
10.5 Lease Agreement dated September 29, 1988 Filed as Exhibit 28(L)(2)
between Registrant, and CPA(R):7 as landlord, to Registrant's Post-
and ASA, Inc. as tenant. Effective Amendment No. 2
to Form S-11
10.6 Co-Tenancy Agreement dated September 29, Filed as Exhibit 28(L)(3)
1988 between Registrant and CPA(R):7. to Registrant's Post-
Effective Amendment No. 2
to Form S-11
10.7 Lease Agreement dated November 10, 1988 Filed as Exhibit 28(M)(7)
between Registrant, as landlord, and High to Registrant's Post-
Voltage Engineering Corporation, as tenant. Effective Amendment No. 2
to Form S-11
10.8 Lease Agreement dated November 10, 1988 Filed as Exhibit 28(M)(8)
between Registrant, as landlord, and Datcon to Registrant's Post-
Instrument Company, as tenant. Effective Amendment No. 2
to Form S-11
10.9 Guaranty and Suretyship Agreement dated Filed as Exhibit 28(M)(9)
November 10, 1988 between Registrant and to Registrant's Post-
High Voltage Engineering Corporation. Effective Amendment No. 2
to Form S-11
10.10 Lease Agreement dated December 20, 1988 Filed as Exhibit 10.1
by and between Registrant, as Landlord, to Registrant's Form 8-K
and Stationers, as Tenant. dated May 18, 1989
10.11 Guaranty and Suretyship Agreement dated Filed as Exhibit 10.2
December 20, 1988 from SDC Distributing to Registrant's Form 8-K
as Guarantor, to Registrant, as dated May 18, 1989
Purchaser.
10.12 Guarantor's Certificate dated December 20, Filed as Exhibit 10.3
1988 from SDC Distributing, as Guarantor, to Registrant's Form 8-K
to Registrant, as Purchaser. dated May 18, 1989
10.13 Lease Agreement dated July 28, 1988 between Filed as Exhibit 10.4
SDC-GESCO Associates, as Landlord, and to Registrant's Form 8-K
General Electric, as Tenant. dated May 18, 1989
</TABLE>
- 25 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ --------------------------------------------- -------------------------
<S> <C> <C>
10.14 Assignment of Lease and Assumption of Filed as Exhibit 10.5
Agreement dated December 21, 1988 between to Registrant's Form 8-K
SDC-GESCO Associates, as Assignor, and dated May 18, 1989
Registrant and CPA(R):9, as Assignee.
10.15 Lease Agreement dated December 21, 1988 Filed as Exhibit 10.6
between Registrant and CPA(R):7, as Landlord, to Registrant's Form 8-K
and Ormco Corporation, as Tenant. dated May 18, 1989
10.16 Lease Agreement dated December 21, 1988 Filed as Exhibit 10.7
between Registrant and CPA(R):7, as Landlord, to Registrant's Form 8-K
and Barnstead Thermolyne Corporation, dated May 18, 1989
as Tenant.
10.17 Lease Agreement dated December 21, 1988 Filed as Exhibit 10.8
between Registrant and CPA(R):7, as Landlord, to Registrant's Form 8-K
and Kerr Manufacturing Company, as Tenant. dated May 18, 1989
10.18 Lease Agreement dated December 21, 1988 Filed as Exhibit 10.9
between Registrant and CPA(R):7, as Landlord, to Registrant's Form 8-K
and Erie Scientific Company, as Tenant. dated May 18, 1989
10.19 Lease Agreement dated December 21, 1988 Filed as Exhibit 10.10
between Registrant and CPA(R):7, as Landlord, to Registrant's Form 8-K
and Nalge Company, as Tenant. dated May 18, 1989
10.20 Guaranty and Suretyship Agreement dated Filed as Exhibit 10.11
December 21, 1988 from Sybron Acquisition to Registrant's Form 8-K
Company to Registrant and CPA(R):7. dated May 18, 1989
10.21 Co-Tenancy Agreement dated December 21, 1988 Filed as Exhibit 10.12
between Registrant and CPA(R):7. to Registrant's Form 8-K
dated May 18, 1989
10.22 Lease Agreement dated October 25, 1988 Filed as Exhibit 10.13
between D/S College Station Joint Venture to Registrant's Form 8-K
("D/S College Station"), as Lessor, and dated May 18, 1989
Federal Express, as Lessee.
10.23 Assignment of Lease dated March 21, 1988 Filed as Exhibit 10.14
from D/S College Station, as Assignor, to Registrant's Form 8-K
to Registrant, as Assignee. dated May 18, 1989
10.24 Lease Agreement dated as of March 31, 1989 Filed as Exhibit 10.15
by and between Registrant and CPA(R):7, as to Registrant's Form 8-K
Landlord, and the Ryan Tenants, as Tenant. dated May 18, 1989
10.25 Guaranty dated March 31, 1989 from NVR, Filed as Exhibit 10.16
as Guarantor, to Registrant and CPA(R):7, to Registrant's Form 8-K
as Landlord. dated May 18, 1989
</TABLE>
- 26 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ --------------------------------------------- -------------------------
<S> <C> <C>
10.26 Guarantor's Certificate dated March 31, 1989 Filed as Exhibit 10.17
from NVR, as Guarantor, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Purchaser. dated May 18, 1989
10.27 Lease Agreement dated June 28, 1989 by and Filed as Exhibit 10.1
between Registrant and CPA(R):9, as Landlord, to Registrant's Form 8-K
and Dr. Pepper, as Tenant. dated September 28, 1989
10.28 Guaranty and Suretyship Agreement dated Filed as Exhibit 10.2
June 28, 1989 from Holdings, as Guarantor, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Landlord. dated September 28, 1989
10.29 Guarantor's Certificate dated June 28, 1989 Filed as Exhibit 10.3
from Holdings, as Guarantor, to Registrant to Registrant's Form 8-K
and CPA(R):9, as Landlord. dated September 28, 1989
10.30 Co-Tenancy Agreement dated June 28, 1989 Filed as Exhibit 10.4
between Registrant and CPA(R):9. to Registrant's Form 8-K
dated September 28, 1989
10.31 Lease Agreement dated September 29, 1989 Filed as Exhibit 10.1
by and between Registrant and CPA(R):9, to Registrant's Form 8-K
as Landlord, and SDC, as Tenant. dated November 16, 1989
10.32 Guaranty and Suretyship Agreement dated Filed as Exhibit 10.2
September 29, 1989 from Holdings, as Guarantor, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Landlord. dated November 16, 1989
10.33 Construction Management Agreement dated Filed as Exhibit 10.3
September 29, 1989 between SDC, as Tenant, to Registrant's Form 8-K
and Registrant and CPA(R):9, as Owner. dated November 16, 1989
10.34 Assignment of Rights Under Construction Filed as Exhibit 10.4
Contract dated September 29, 1989 between to Registrant's Form 8-K
SDC, as Assignor, and Registrant and dated November 16, 1989
CPA(R):9, as Assignee.
10.35 Lease Agreement dated December 29, 1989 Filed as Exhibit 10.1
by and between Registrant and CPA(R):9, as to Registrant's Form 8-K
Landlord, and Foote & Davies ("F&D"), dated January 25, 1990
as Tenant.
10.36 Guaranty and Suretyship Agreement dated Filed as Exhibit 10.2
December 29, 1989 by ASG Acquisition to Registrant's Form 8-K
Corporation ("ASG"), as Guarantor, to dated January 25, 1990
Registrant and CPA(R):9, as Landlord.
10.37 Lease Agreement dated as of January 29, 1990 Filed as Exhibit 10.1
by and between Registrant and CPA(R):9, as to Registrant's Form 8-K
Landlord, and Furon, as Tenant. dated March 12, 1990
</TABLE>
- 27 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ --------------------------------------------- -------------------------
<S> <C> <C>
10.38 Sublease dated January 29, 1990 by and between Filed as Exhibit 10.2
Furon, as Sublandlord, and CHR Industries, to Registrant's Form 8-K
Inc., as Subtenant, and consented to dated March 12, 1990
by Registrant and CPA(R):9, as Landlord.
10.39 Sublease dated January 29, 1990 by and between Filed as Exhibit 10.3
Furon, as Sublandlord, and Bunnell Plastics, to Registrant's Form 8-K
Inc., as Subtenant, and consented to dated March 12, 1990
by Registrant and CPA(R):9, as Landlord.
10.40 Sublease dated January 29, 1990 by and between Filed as Exhibit 10.4
Furon, as Sublandlord, and Dixon Industries to Registrant's Form 8-K
Corporation, as Subtenant, and consented to dated March 12, 1990
by Registrant and CPA(R):9, as Landlord.
10.41 Assignment of Lease Agreement dated January 29, Filed as Exhibit 10.5
1990 by and between Furon, as Assignor, to Registrant's Form 8-K
and Registrant and CPA(R):9, as Assignee. dated March 12, 1990
10.42 Lessee's and Guarantor's Certificate dated Filed as Exhibit 10.6
December 29, 1989 between F&D, as Lessee, to Registrant's Form 8-K
and Registrant and CPA(R):9, as Lessor. dated March 12, 1990
10.43 First Amendment to Lease Agreement dated as of Filed as Exhibit 10.7
January 30, 1990 between F&D, as Tenant, to Registrant's Form 8-K
and Registrant and CPA(R):9, as Landlord. dated March 12, 1990
10.44 Agreement to Guaranty and Suretyship Filed as Exhibit 10.8
Agreement dated as of January 30, 1990 to Registrant's Form 8-K
made by ASG, as Guarantor, to Registrant dated March 12, 1990
and CPA(R):9, as Landlord.
10.45 Lease Agreement between Registrant and Filed as Exhibit 10.1
CPA(R):9, as Landlord, and DDC, as Tenant. to Registrant's Form 8-K
dated July 13, 1990
28.1 Cash Sale Deed dated June 14, 1988 from Filed as Exhibit 28(F)(4)
Integra, as Grantor, to Registrant, as to Registrant's Post-
Grantee. Effective Amendment No. 1
to Form S-11
28.2 Bill of Sale dated June 14, 1988 from Filed as Exhibit 28(F)(5)
Integra, as Seller, to Registrant and CPA(R):4, to Registrant's Post-
together, as Purchaser. Effective Amendment No. 1
to Form S-11
28.3 Seller's/Lessee's Certificate dated June 14, Filed as Exhibit 28(F)(6)
1988 from Integra, as Seller, to Registrant to Registrant's Post-
and CPA(R):4, together, as Purchaser. Effective Amendment No. 1
to Form S-11
</TABLE>
- 28 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ----------------------------------------------- -------------------------
<S> <C> <C>
28.4 Sale and Purchase Agreement dated June 23, Filed as Exhibit 28(G)(1)
1988 between ASG, as Seller, and Registrant, to Registrant's Post-
as Purchaser. Effective Amendment No. 1
to Form S-11
28.5 Special Warranty Deed dated June 23, 1988 Filed as Exhibit 28(G)(2)
from ASG, as Grantor, to Registrant, as to Registrant's Post-
Grantee. Effective Amendment No. 1
to Form S-11
28.6 Bill of Sale dated June 23, 1988 from ASG, Filed as Exhibit 28(G)(3)
as Seller, to Registrant, as Purchaser. to Registrant's Post-
Effective Amendment No. 1
to Form S-11
28.7 Seller's/Lessee's Certificate dated August Filed as Exhibit 28(H)(1)
24, 1988 from AutoZone, to Registrant. to Registrant's Post-
Effective Amendment No. 1
to Form S-11
28.8 Deeds dated August 24, 1988 from AutoZone, Filed as Exhibit 28(H)(2)
as Grantor, to Registrant, as Grantee, to Registrant's Post-
conveying properties located in the following Effective Amendment No. 1
locations: to Form S-11
(a) Duval County, Florida (Atlantic Boulevard)
(b) Duval County, Florida (Beach Boulevard)
(c) Dougherty County, Georgia
(d) Richmond County, Georgia
(e) Glynn County, Georgia
(f) Bibb County, Georgia
(g) Bernalillo County, New Mexico
(h) San Juan County, New Mexico
(i) Lexington County, South Carolina
(j) Harris County, Texas
(k) Bexar County, Texas
28.9 Letter of Intent dated May 24, 1988 from Filed as Exhibit 28(I)
Registrant to Michael I. Mil of Wozniak to Registrant's Post-
Industrial, regarding purchase of property Effective Amendment No. 1
from Mayfair Molded Products Corporation in to Form S-11
Illinois.
28.10 Letter of Intent dated August 9, 1988 from Filed as Exhibit 28(J)
Registrant and CPA(R):7 to ASA Plaza Venture II to Registrant's Post-
and Advanced System Applications, Inc., Effective Amendment No. 1
regarding purchase of property located in to Form S-11
Illinois.
</TABLE>
- 29 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ---------------------------------------------- --------------------------
<S> <C> <C>
28.11 Letter of Intent dated June 22, 1988 from Filed as Exhibit 28(K)
Registrant to Clifford Press of Hyde Park to Registrant's Post-
Holdings, Inc., regarding purchase of property Effective Amendment No. 1
from High Voltage Engineering Corporation in to Form S-11
Lancaster County, Pennsylvania and Sterling,
Massachusetts.
28.12 Trustee's Deed dated September 23, 1988 Filed as Exhibit 28(L)(4)
from American National Bank & Trust Company to Registrant's Post-
of Chicago, as Grantor to Registrant and Effective Amendment No. 2
CPA(R):7, as Grantee. to Form S-11
28.13 Bill of Sale dated September 29, 1988 among Filed as Exhibit 28(L)(5)
ASA Plaza Venture II, Registrant and CPA(R):7. to Registrant's Post-
Effective Amendment No. 2
to Form S-11
28.14 Seller's Certificate dated September 29, Filed as Exhibit 28(L)(6)
1988 among ASA, Inc. Registrant and CPA(R):7. to Registrant's Post-
Effective Amendment No. 2
to Form S-11
28.15 Lessee's Certificate dated September 29, Filed as Exhibit 28(L)(7)
1988 among Registrant, ASA, Inc. and CPA(R):7. to Registrant's Post-
Effective Amendment No. 2
to Form S-11
28.16 Lessor's Certificate dated September 29, Filed as Exhibit 28(L)(8)
1988 among Registrant, CPA(R):7 and ASA, Inc. to Registrant's Post-
Effective Amendment No. 2
to Form S-11
28.17 Bill of Sale dated November 10, 1988 from Filed as Exhibit 28(M)(10)
High Voltage Engineering Corporation as to Registrant's Post-
Seller to Registrant, as Purchaser. Effective Amendment No. 2
to Form S-11
28.18 Bill of Sale dated November 10, 1988 from Filed as Exhibit 28(M)(11)
Datcon Instrument Company, as Seller, to Registrant's Post-
Registrant, as Purchaser. Effective Amendment No. 2
to Form S-11
28.19 Seller's/Lessee's Certificate dated November Filed as Exhibit 28(M)(12)
10, 1988 between Registrant and High Voltage to Registrant's Post-
Engineering Corporation. Effective Amendment No. 2
to Form S-11
28.20 Seller's/Lessee's Certificate dated November Filed as Exhibit 28(M)(13)
10, 1988 from Datcon Instrument Company, to Registrant's Post-
Seller to Registrant, Purchaser. Effective Amendment No. 2
to Form S-11
</TABLE>
- 30 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ---------------------------------------------- --------------------------
<S> <C> <C>
28.21 Deed dated November 10, 1988 from Datcon Filed as Exhibit 28(M)(14)
Instrument Company, as Grantor, to Registrant, to Registrant's Post-
as Grantee, conveying property located in Effective Amendment No. 2
East Hempfield Township, PA. to Form S-11
28.22 Quitclaim Deed dated November 10, 1988 from Filed as Exhibit 28(M)(15)
High Voltage Engineering Corporation, as to Registrant's Post-
Grantor, and Registrant, as Grantee, conveying Effective Amendment No. 2
two parcels of land located in Sterling and to Form S-11
Leominster, MA.
28.23 Seller's/Lessee's Certificate dated Filed as Exhibit 28.1
December 20, 1988 from Stationers, as Lessee, to Registrant's Form 8-K
to Registrant, as Purchaser. dated May 18, 1989
28.24 Warranty Deed dated December 20, 1988 Filed as Exhibit 28.2
from SDC Distributing, as Grantor, to to Registrant's Form 8-K
Registrant, as Grantee. dated May 18, 1989
28.25 Special Warranty Deed dated December 20, Filed as Exhibit 28.3
1988 from SDC Distributing, as Grantor, to Registrant's Form 8-K
to Registrant, as Grantee. dated May 18, 1989
28.26 Bill of Sale dated December 20, 1988 Filed as Exhibit 28.4
from SDC Distributing, as Seller, to Registrant's Form 8-K
to Registrant, as Purchaser. dated May 18, 1989
28.27 Seller's Certificate dated December 21, Filed as Exhibit 28.5
1988 from SDC-GESCO Associates, as Seller, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Purchaser. dated May 18, 1989
28.28 Corporation Deed dated December 21, Filed as Exhibit 28.6
1988 from SDC-GESCO Associates, as Grantor, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Grantee. dated May 18, 1989
28.29 Seller's/Lessee's Certificate dated Filed as Exhibit 28.7
December 21, 1988 from Ormco, as Lessee, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
28.30 Seller's/Lessee's Certificate dated Filed as Exhibit 28.8
December 21, 1988 from Barnstead, as Lessee, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
28.31 Seller's/Lessee's Certificate dated Filed as Exhibit 28.9
December 21, 1988 from Kerr, as Seller, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
28.32 Seller's/Lessee's Certificate dated Filed as Exhibit 28.10
December 21, 1988 from Erie, as Lessee, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
</TABLE>
- 31 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ------------------------------------------ --------------------------
<S> <C> <C>
28.33 Seller's Lessee's Certificate dated Filed as Exhibit 28.11
December 20, 1988 from Nalge, as Lessee, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
28.34 Grant Deed dated December 21, 1988 Filed as Exhibit 28.12
from Ormco, as Grantor, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Grantee. dated May 18, 1989
28.35 Warranty Deed dated December 21, 1988 Filed as Exhibit 28.13
from Barnstead Thermolyne, as Grantor, to Registrant's Form 8-K
to Registrant and CPA(R):7, as Grantee. dated May 18, 1989
28.36 Deed dated December 21, 1988 from Kerr, Filed as Exhibit 28.14
as Grantor, to Registrant and CPA(R):7, to Registrant's Form 8-K
as Grantee. dated May 18, 1989
28.37 Warranty Deed dated December 21, 1988 Filed as Exhibit 28.15
from Erie, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):7, as Grantee. dated May 18, 1989
28.38 Indenture dated December 21, 1988 Filed as Exhibit 28.16
from Nalge, as Grantor, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Grantee. dated May 18, 1989
28.39 Bill of Sale dated December 21, 1988 Filed as Exhibit 28.17
from Ormco Corporation to Registrant to Registrant's Form 8-K
and CPA(R):7. dated May 18, 1989
28.40 Bill of Sale dated December 21, 1988 Filed as Exhibit 28.18
from Barnstead, as Seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated May 18, 1989
28.41 Bill of Sale dated December 21, 1988 Filed as Exhibit 28.19
from Kerr, as Seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated May 18, 1989
28.42 Bill of Sale dated December 21, 1988 Filed as Exhibit 28.20
from Erie, as Seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated May 18, 1989
28.43 Bill of Sale dated December 21, 1988 Filed as Exhibit 28.21
from Nalge, as Seller, to Registrant to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated May 18, 1989
28.44 Seller's/Lessee's Certificate dated Filed as Exhibit 28.22
March 21, 1989 from D/S College Station, to Registrant's Form 8-K
as Seller, to Registrant, as Purchaser. dated May 18, 1989
28.45 General Warranty Certificate dated Filed as Exhibit 28.23
March 21, 1989 from D/S College Station, to Registrant's Form 8-K
as Lessee, to Registrant, as Purchaser. dated May 18, 1989
</TABLE>
- 32 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ------------------------------------------------- ------------------------
<S> <C> <C>
28.46 Bill of Sale dated March 21, 1989 from Filed as Exhibit 28.24
D/S College Station, as Seller, to to Registrant's Form 8-K
Registrant and CPA(R):7, as Purchaser. dated May 18, 1989
28.47 Warranty Deed dated March 31, 1989 from Ryan, Filed as Exhibit 28.25
as Grantor, to Registrant and CPA(R):7, as to Registrant's Form 8-K
Grantee, for the Plant City, Florida Property. dated May 18, 1989
28.48 Deed dated March 31, 1989 from Ryan, as Filed as Exhibit 28.26
Grantor, to Registrant and CPA(R):7, as Grantee, to Registrant's Form 8-K
for the Frederick County, Maryland Property. dated May 18, 1989
28.49 Deed dated March 31, 1989 from Ryan, as Filed as Exhibit 28.27
Grantor, to Registrant and CPA(R):7, as Grantee, to Registrant's Form 8-K
for the Farmington, New York Property. dated May 18, 1989
28.50 Deed dated March 31, 1989 from Ryan, as Filed as Exhibit 28.28
Grantor, to Registrant and CPA(R):7, as Grantee, to Registrant's Form 8-K
for the Fredericksburg, Virginia Property. dated May 18, 1989
28.51 Deed dated March 31, 1989 from Ryan, as Filed as Exhibit 28.29
Grantor, to Registrant and CPA(R):7, as Grantee to Registrant's Form 8-K
for the Manassas, Virginia Property. dated May 18, 1989
28.52 Bill of Sale dated March 31, 1989 from Ryan, Filed as Exhibit 28.30
as Seller, to Registrant and CPA(R):7, as to Registrant's Form 8-K
Purchaser, for the Plant City, Florida Property. dated May 18, 1989
28.53 Bill of Sale dated March 31, 1989 from Ryan, as Filed as Exhibit 28.31
Seller, to Registrant and CPA(R):7, as Purchaser, to Registrant's Form 8-K
for the Frederick County, Maryland Property. dated May 18, 1989
28.54 Bill of Sale dated March 31, 1989 from Ryan, as Filed as Exhibit 28.32
Seller, to Registrant and CPA(R):7, as Purchaser, to Registrant's Form 8-K
for the Fredericksburg, Virginia Property. dated May 18, 1989
28.55 Bill of Sale dated March 31, 1989 from Ryan, Filed as Exhibit 28.33
as Seller, to Registrant and CPA(R):7, as to Registrant's Form 8-K
Purchaser, for the Manassas, Virginia Property. dated May 18, 1989
28.56 Seller's Certificate dated March 31, 1989 Filed as Exhibit 28.34
from NV Homes, L.P., as Seller, to to Registrant's Form 8-K
Registrant, and CPA(R):7, as Purchaser. dated May 18, 1989
28.57 Seller's Certificate dated March 31, 1989 Filed as Exhibit 28.35
from Ryan as Seller, to Registrant, to Registrant's Form 8-K
and CPA(R):7, as Purchaser. dated May 18, 1989
28.58 Lessee's Certificate dated March 31, 1989 Filed as Exhibit 28.36
from NV Homes, L.P., as Lessee, to to Registrant's Form 8-K
Registrant, and CPA(R):7, as Lessor. dated May 18, 1989
</TABLE>
- 33 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ------------------------------------------------- ------------------------
<S> <C> <C>
28.59 Lessee's Certificate dated March 31, 1989 Filed as Exhibit 28.37
from Ryan, as Lessee, to Registrant, to Registrant's Form 8-K
and CPA(R):7, as Lessor. dated May 18, 1989
28.60 Lessee's Certificate dated March 31, 1989 Filed as Exhibit 28.38
from Ryan Operations, G.P., as Lessee, to to Registrant's Form 8-K
Registrant, and CPA(R):7, as Lessor. dated May 18, 1989
28.61 Co-Tenancy Agreement dated March 31, 1989 Filed as Exhibit 28.39
between Registrant and CPA(R):7 as tenants to Registrant's Form 8-K
in common. dated May 18, 1989
28.62 Seller's/Lessee's Certificate dated Filed as Exhibit 28.1
June 28, 1989 from Dr. Pepper, as Seller, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Purchaser. dated September 28, 1989
28.63 Warranty Deed dated June 28, 1989 from Filed as Exhibit 28.2
Dr. Pepper, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantee, for the Irving Property. dated September 28, 1989
28.64 Warranty Deed dated June 28, 1989 from Filed as Exhibit 28.3
Dr. Pepper, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantee, for the Houston Property. dated September 28, 1989
28.65 Bill of Sale dated June 28, 1989 from Filed as Exhibit 28.4
Dr. Pepper, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Purchaser, for the Irving Property. dated September 28, 1989
28.66 Bill of Sale dated June 28, 1989 from Filed as Exhibit 28.5
Dr. Pepper, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Purchaser, for the Houston Property. dated September 28, 1989
28.67 Joint Venture Agreement made as of December 8, Filed as Exhibit 28.6
1988 between Registrant and CPA(R):9. to Registrant's Form 8-K
dated September 28, 1989
28.68 Special Warranty Deed dated September 29, 1989 Filed as Exhibit 28.1
from SDC, as Grantor, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Grantee. dated November 16, 1989
28.69 Bill of Sale dated September 29, 1989 Filed as Exhibit 28.2
from SDC, as Seller, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Purchaser. dated November 16, 1989
28.70 Seller's/Lessee's Certificate dated Filed as Exhibit 28.3
September 29, 1989 from SDC, as Seller, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Purchaser. dated November 16, 1989
28.71 Guarantor's Certificate dated Filed as Exhibit 28.4
September 29, 1989 from SDC, as Guarantor, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Purchaser. dated November 16, 1989
</TABLE>
- 34 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ----------------------------------------------- ------------------------
<S> <C> <C>
28.72 Co-Tenancy Agreement dated September 29, 1989 Filed as Exhibit 28.5
between Registrant and CPA(R):9. to Registrant's Form 8-K
dated November 16, 1989
28.73 Assignment of Rights Under Agreement dated Filed as Exhibit 28.6
September 29, 1989 from SDC, as Assignor, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Assignee. dated November 16, 1989
28.74 Co-Tenancy Agreement dated December 29, 1989 Filed as Exhibit 28.1
between Registrant and CPA(R):9. to Registrant's Form 8-K
dated January 25, 1990
28.75 Special Warranty Deed dated December 29, 1989 Filed as Exhibit 28.2
from Footland, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantee. dated January 25, 1990
28.76 Bill of Sale dated December 29, 1989 from Filed as Exhibit 28.3
Footland, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Purchaser. dated January 25, 1990
28.77 Seller's Certificate dated December 29, 1989 Filed as Exhibit 28.4
from Footland, as Seller, to Registrant to Registrant's Form 8-K
and CPA(R):9, as Purchaser. dated January 25, 1990
28.78 Lessee's Certificate dated December 29, 1989 Filed as Exhibit 28.5
from F&D, as Tenant, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Landlord. dated January 25, 1990
28.79 Guarantor's Certificate dated December 29, 1989 Filed as Exhibit 28.6
from ASG, as Guarantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Purchaser. dated January 25, 1990
28.80 Agreement dated December 29, 1989 between Filed as Exhibit 28.7
Heller Financial, Inc., Registrant and to Registrant's Form 8-K
CPA(R):9. dated January 25, 1990
28.81 Deed dated January 29, 1990 from CHR Filed as Exhibit 28.1
Industries, Inc. as Grantor, to Registrant to Registrant's Form 8-K
and CPA(R):9, as Grantees (New Haven Premises). dated March 12, 1990
28.82 Deed dated January 29, 1990 from Bunnell Filed as Exhibit 28.2
Plastics, Inc. as Grantor, to Registrant to Registrant's Form 8-K
and CPA(R):9, as Grantees (Mickleton Premises). dated March 12, 1990
28.83 Deed dated January 29, 1990 from Furon, Filed as Exhibit 28.3
as Grantor, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Grantees (Mantua Premises). dated March 12, 1990
28.84 Deed dated January 29, 1990 from Furon, Filed as Exhibit 28.4
as Grantor, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Grantees (Twinsburg Premises). dated March 12, 1990
</TABLE>
- 35 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------ ----------------------------------------------- ------------------------
<S> <C> <C>
28.85 Deed dated January 29, 1990 from Furon, Filed as Exhibit 28.5
as Grantor, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Grantees (Aurora Premises). dated March 12, 1990
28.86 Deed dated January 29, 1990 from Furon, Filed as Exhibit 28.6
as Grantor, to Registrant and CPA(R):9, to Registrant's Form 8-K
as Grantees (Liverpool Premises). dated March 12, 1990
28.87 Quitclaim Deed dated January 29, 1990 from Filed as Exhibit 28.7
Furon, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantees (Bristol Premises). dated March 12, 1990
28.88 Special Warranty Deed dated January 29, 1990 Filed as Exhibit 28.8
from Furon, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantees (Mt. Pleasant Premises). dated March 12, 1990
28.89 Warranty Deed dated January 29, 1990 from Filed as Exhibit 28.9
Furon, as Grantor, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Grantees (Milwaukee Premises). dated March 12, 1990
28.90 Seller's Certificate dated January 29, 1990 Filed as Exhibit 28.10
from CHR Industries, Inc., as Seller, to to Registrant's Form 8-K
Registrant and CPA(R):9, as Purchaser and dated March 12, 1990
Lenders (New Haven Premises).
28.91 Seller's Certificate dated January 29, 1990 Filed as Exhibit 28.11
from Bunnell Plastics, Inc., as Seller, to to Registrant's Form 8-K
Registrant and CPA(R):9, as Purchaser and dated March 12, 1990
Lenders (Mickleton Premises).
28.92 Seller's Certificate dated January 29, 1990 Filed as Exhibit 28.12
from Dixon Industries Corporation, as Seller, to Registrant's Form 8-K
to Registrant and CPA(R):9, as Purchaser and dated March 12, 1990
Lenders (Bristol Premises).
28.93 Seller's/Lessee's Certificate dated January 29, Filed as Exhibit 28.13
1990 from Furon, as Seller, to Registrant and to Registrant's Form 8-K
CPA(R):9, as Purchaser and Lenders (Aurora, dated March 12, 1990
Mantua, Twinsburg, Liverpool, Mt. Pleasant,
and Milwaukee Premises).
28.94 Co-Tenancy Agreement dated as of January 29, Filed as Exhibit 28.14
1990 by and between Registrant and CPA(R):9. to Registrant's Form 8-K
dated March 12, 1990
28.95 General Warranty Deed dated from DDC Filed as Exhibit 28.1
to Registrant and CPA(R):9. to Registrant's Form 8-K
dated July 13, 1990
28.96 Bill of Sale from DDC to Registrant Filed as Exhibit 28.2
and CPA(R):9. to Registrant's Form 8-K
dated July 13, 1990
</TABLE>
- 36 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Method of
No. Description Filing
- ------------- ---------------------------------------- ------------------------
<S> <C> <C>
28.97 Assignment of Leases and Agreements from Filed as Exhibit 28.3
DDC to Registrant and CPA(R):9. to Registrant's Form 8-K
dated July 13, 1990
28.98 Co-tenancy Agreement between Registrant Filed as Exhibit 28.4
and CPA(R):9. to Registrant's Form 8-K
dated July 13, 1990
28.99 Prospectus of Registrant Filed as Exhibit 28.99
dated February 17, 1988 to Form 10-K/A dated
September 24, 1993
28.100 Supplement dated June 22, 1988 Filed as Exhibit 28.100
to Prospectus dated February 17, 1988. to Form 10-K/A dated
September 24, 1993
28.101 Supplement dated August 31, 1988 Filed as Exhibit 28.101
to Prospectus dated February 17, 1988. to Form 10-K/A dated
September 24, 1993
28.102 Supplement dated November 22, 1988 Filed as Exhibit 28.102
to Prospectus dated February 17, 1988. to Form 10-K/A dated
September 24, 1993
</TABLE>
(b) Reports on Form 8-K
-------------------
During the year ended December 31, 1995 Registrant was not required
to file any reports on Form 8-K.
- 37 -
<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 8, L.P.,
a Delaware limited partnership
BY: EIGHTH CAREY CORPORATE PROPERTY, INC.
04/01/96 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.
BY: EIGHTH 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 ----------------------
Committee and Director George E. Stoddard
Attorney in fact
April 1, 1996
Raymond S. Clark
Chairman of the Executive
Committee and Director
Dr. Lawrence R. Klein
Chairman of the Economic Policy
Committee and Director
Madelon DeVoe Talley
Vice Chairman of the Board of
Directors and Director
04/01/96 BY: /s/ Claude Fernandez
------------ ---------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
04/01/96 BY: /s/ Michael D. Roberts
------------ -----------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
- 38 -
<PAGE>
APPENDIX A TO FORM 10-K
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
-A DELAWARE LIMITED PARTNERSHIP
1995 ANNUAL REPORT
<PAGE>
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
(In thousands except per unit amounts)
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues $14,294 $15,089 $18,060 $18,805 $19,886
Income before
extraordinary item 4,597 4,312 5,258 6,012 8,338
Income before
extraordinary item
allocated:
To General Partners 460 431 526 601 834
To Limited Partners 4,137 3,881 4,732 5,411 7,504
Per unit 61.07 57.29 69.84 79.86 110.93
Distributions attributable (1):
To General Partners 624 630 634 637 644
To Limited Partners 5,616 5,669 5,702 5,729 5,799
Per unit 82.90 83.68 84.16 84.56 85.76
Payment of mortgage
principal (2) 258 303 457 969 3,358
BALANCE SHEET DATA:
Total assets 122,753 120,971 120,670 116,323 114,890
Long-term
obligations (3) 59,194 49,526 62,098 57,908 52,324
</TABLE>
(1) Includes distributions attributable to the fourth quarter of each fiscal
year payable in the following fiscal year less distributions in the first
fiscal quarter attributable to the prior year.
(2) Represents scheduled mortgage principal amortization paid.
(3) 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, 1995 increased by
$2,446,000 compared with the year ended December 31, 1994. The operating
results for 1994 included a noncash charge of $1,104,000 for the writedown of
two properties to estimated net realizable value, a one-time benefit of
$836,000 from the recognition of income on items which had previously been
deferred and an extraordinary charge of $120,000 on the refinancing of a
mortgage loan on the Detroit Diesel Corporation ("Detroit Diesel") property.
After adjusting for such nonrecurring items, income for 1995 would have
reflected an increase of $2,058,000 compared with the prior year.
The increase in income, as adjusted, was due to increases in lease
revenues and the earnings of the hotel operation as well as decreases in
interest and property expenses. Lease revenues increased as the result of the
July 1994 and March 1995 lease modification agreements with Advanced System
Applications, Inc. ("ASA") and United Stationers Supply Co. ("Stationers"),
respectively, and rent increases in 1994 with Orbital Sciences Corporation
("Orbital") and in 1995 on the equity component of one of the Partnership's
leases with ASG Acquisition Corp./American Signature ("ASG"). The ASA lease
modification provided for significant increases in ASA's stated rents in
consideration for agreeing to a termination of the ASA lease term in 1997
rather than 2003. In agreeing to release the guarantor of the Stationers
lease from the guaranty, the rent was increased and the initial lease term was
extended from December 2003 to March 2010. The decrease in interest expense
was primarily due to the accelerated amortization of principal payments on the
ASA mortgage loan. Such rescheduling was required by the ASA mortgage lender
in providing its consent to the aforementioned lease modification. Under this
rescheduling, the mortgage loan which had a balance of $3,546,000 at December
31, 1994 will fully amortize in March 1996. The decrease in interest expense
was also due, in part, to the benefit realized from the Detroit Diesel
refinancing in 1994. Property expense decreased due to lower leasing fees and
lower costs incurred in connection with the enforcement of the Partnership's
lease with ASG. General and administrative expenses increased due to higher
partnership level taxes in Illinois which are directly attributable to
increased income from the ASA property.
Income from hotel operations of $1,654,000 reflected an increase of
31% in 1995 as compared with 1994 and has continued to benefit from a
sustained increase in the average daily room rate, which reflected an increase
of approximately 18%. The occupancy rate of 82% in 1995, which approximates
historical levels, reflects a 1% increase between 1995 and 1994. Due to the
renovation work performed in 1994, there were fewer room nights available,
which negatively impacted the hotel's results of operations in 1994. The
average room rate in 1995 improved as group business, which is generally
discounted, decreased to 12% of rooms occupied compared with 19% of rooms
occupied in 1994.
Net income increased by $634,000 in 1994 as compared with 1993 while
cash provided from operations increased by $287,000. Net income for 1994
reflected the noncash and nonrecurring benefit of $836,000 from the
recognition of a portion of deferred rental income on properties sold. Net
income for 1993 reflects the benefit of other income of $1,261,000, all of
which was from nonrecurring items. In addition, 1994 and 1993 results both
reflect noncash charges incurred of $1,104,000 and $686,000, respectively, for
writedowns of properties to estimated net realizable value. The writedowns
were on three properties formerly leased to NVRyan L.P. ("NVRyan"). Income
for 1994 was also affected by an extraordinary charge of $120,000 on the
extinguishment of debt. Net of these noncash charges and nonrecurring items,
income for 1994 would have reflected a significant increase. The increase in
cash provided from operating activities was affected by the receipt of
$1,228,000 of restructuring fees in connection with the 1993 modification of
the NVRyan lease; however, this was offset by the paydown of accounts payable
during the year. Such restructuring fees are being recognized for financial
reporting purposes on a straight-line basis over 20.5 years or until any such
property is sold. The increase in operating income in 1994 was due to
increases in leasing revenues and other interest income and decreases in
interest expense and property expenses. These benefits were partially offset
by an increase in general and administrative expenses and the loss from equity
investments.
- 2 -
<PAGE>
The increase in lease revenues of $1,137,000 was primarily due to
rent increases during 1994 on a number of the Partnership's leases including
leases with Sybron Acquisition Corporation and Orbital Sciences Corporation,
the modification of the lease with ASA as well as the full year impact of 1993
rent increases on the leases with High Voltage Engineering Corporation and Dr
Pepper Bottling Company of Texas. This was partially offset by the decrease
in rentals from NVRyan as the result of the 1993 restructuring of its lease
and the reduction in rentals from Detroit Diesel. The decrease in interest
expense was primarily due to the effect of the Detroit Diesel refinancing, the
reduction in interest expense on the hotel property mortgage loan as the
result of an interest rate reset in June 1993. Other interest income
increased due to interest earned on the restructuring fees, higher average
cash balances and higher interest rates on commercial paper. The decrease in
property expenses is primarily due to the decrease in leasing fees. The
increase in general and administrative expense was due to moderate increases
in a variety of expenses rather than to a single significant item.
The 1994 income from hotel operations of $1,260,000 increased by 2%
from the 1993 income of $1,232,000. During 1994, the hotel had an occupancy
rate of 81% representing a decrease of 1.5% from 1993; however, there was a
slight increase in the average room rate. The decrease in occupancy also
contributed to a 10% decrease in food and beverage sales. The decrease in
occupancy was caused by the disruption from major renovations performed at the
hotel during the first six months of 1994.
The ASA lease restructuring had a very beneficial effect on the
Partnership's income and cash flow in 1995, it will be even more beneficial in
1996 as a result of the full amortization of the mortgage loan on that
property in March 1996. Rental payments will be $3,451,000 before any
reductions for any rents on space vacated by ASA. The ASA agreement ends in
June 1997 and although the Partnership has already been successful in
remarketing some of the space already vacated by ASA, future cash flow from
this property cannot be expected to rise to the level that will be received in
1996. Beginning on May 1, 1995, approximately 35% of the leaseable space at
the ASA property will be occupied by the United States Postal Service (the
"Postal Service"). The Partnership's share of annual rentals will be
$479,000. The Postal Service lease is not a net lease and ASA will be
entitled to one-third of rents, net of landlord costs, through the end of its
lease term. Accordingly, the net cash flow which will be provided from the
Postal Service lease will vary based on the level of operating costs incurred
by the Partnership. A rental increase, effective February 1, 1996, on the
Furon Company ("Furon") lease will increase annual cash flow by $15,700.
Future cash flow will also be affected by changes in interest rates as the
Partnership's note payable of $5,102,000 is a variable rate obligation and,
therefore, interest expense on the note will increase or decrease based on any
changes in the interest rate environment during the year. In addition, cash
flow and the results of operations will be affected by whether the Partnership
can sustain the level of earnings achieved by the Partnership's hotel
operation in 1995.
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. Most of the Partnership's net leases have rent
increases based on formulas indexed to increases in the Consumer Price Index
("CPI") or other periodic mandated increases which should increase revenues
from these leases in the future. As the rate of inflation has been moderate
in recent years, the Partnership believes that hotel operations may 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. Future rent increases may be
affected by changes in the method of the calculation of the CPI. Although
there are indications that there may be legislation which considers changes to
the CPI methodology, the Partnership cannot predict the outcome of any
proposed changes relating to the CPI formula.
- 3 -
<PAGE>
Financial Condition
-------------------
Other than a hotel property located in New Orleans, one vacant
property and the Postal Service lease, 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 or increasing cash flow from its
properties to service its debt, fund distributions and maintain adequate cash
reserves. Cash reserves are maintained to fund major outlays such as capital
improvements and balloon payments on its mortgage debt. As a result of
assuming the operations of the hotel business and entering into a lease which
requires the Partnership to pay certain operating costs, the cash flow of the
Partnership may be subject to greater variations than the Partnership would
experience if the same properties were net leased. In addition to using its
cash from operations and cash reserves to pay scheduled principal payments on
its mortgage debt and distributions to its partners, the Partnership has
funded improvements at its hotel property and has actively sought refinancing
opportunities to take advantage of lower interest rates when possible. The
Partnership's cash and cash equivalents at December 31, 1995 increased to
$5,119,000.
Cash flow from operating activities when combined with distributions
received from the operating activities of equity investees totalled
$10,554,000 and was sufficient to fund distributions to partners of
$6,414,000, scheduled mortgage principal payments of $3,358,000 and $164,000
of capital additions at the Partnership's hotel property in Kenner, Louisiana.
The Partnership's hotel maintains a reserve account for the replacement of
furniture, fixtures and equipment at the hotel which is funded with 5% of
hotel revenues. The Partnership does not anticipate utilizing any funds in
excess of the amount reserved to fund replacements of furniture, fixtures and
equipment within the next year. The reserve is included in other assets in
the accompanying Financial Statements.
In 1995, the Partnership's investing activities consisted primarily
of funding improvements and replacement of furniture, fixtures and equipment
at its hotel property, which are needed in order to stay competitive. Major
renovations at the hotel were completed in 1994, and the Partnership will not
be required to make additional improvements to comply with the Holiday Inn
core modernization plan. The Partnership does not anticipate funding any
improvements, other than replacements funded from the aforementioned reserve,
at the hotel property over the next several years. The Partnership has an
obligation to fund tenant improvements of $398,000 in connection with the
execution of the Postal Service lease.
The Partnership's financing activities consist primarily of
utilizing the cash flow from operations to pay distributions and meet
scheduled principal payment obligations. In connection with the ASA lease
modification agreement, the mortgage loan on the ASA property was modified so
that the mortgage loan fully amortizes in March 1996. Accordingly, the rate
of scheduled payments of mortgage principal other than balloon payments, is
expected to decrease.
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, but only to the extent of its interest in the
encumbered property since the holder of each such obligation has recourse only
to the property collateralizing such debt. The Partnership could refinance
the loans, restructure the debt with existing lenders, evaluate its ability to
satisfy the loan from existing cash reserves or sell the property and use the
proceeds to satisfy the mortgage debt. In 1997, a balloon payment of
approximately $1,500,000 will be due on one of the ASG properties and the loan
on the Furon properties may come due if the lender does not extend the loan.
The Partnership expects the extension of the Furon loan to occur. In the
event that the Furon loan is not extended, the Partnership believes that it
can be refinanced without difficulty as the Furon lease has a term of more
than 10 years remaining. A balloon payment of $3,900,000 on a mortgage loan
on one of the ASG properties matured in March 1996 and the obligation is
recourse to the assets of the Partnership. The Partnership has entered into
discussion with the mortgage lender which holds the mortgage on the other ASG
mortgage loan to refinance the matured loan and to extend the maturity on the
other loan that it holds. While Management believes the prospects for
completing the refinancing and extension are good, it will be affected by
whether ASG and the Partnership make progress in negotiating a settlement of
their dispute. The Partnership's note payable of $5,102,000 is scheduled to
mature in 1999.
- 4 -
<PAGE>
A number of the Partnership's leases provide purchase options,
generally at the greater of fair market value as encumbered by the lease or
the Partnership's cost of acquiring the property. A sublessee of two of the
Furon properties has notified the Partnership of its intention to purchase its
subleased properties in 1996. If the sale of the subleased properties is
completed, the Partnership would receive no less than $440,000 before costs;
however, the Partnership may be required to use a portion of any proceeds to
partially prepay the Furon mortgage loan. In 1998, the purchase options on
the properties leased to Sybron Acquisition Company, Mayfair Molded Products
Corporation and High Voltage Engineering Company will be exercisable by the
lessees at the greater of (i) fair market value as encumbered by the lease or
(ii) the Partnership's acquisition cost. In the event that these options were
exercised, the Partnership would receive at least $19,900,000 (based on the
minimum purchase option price, net of amounts needed to pay the mortgage
loans). If all the options are exercised, annual cash flow would decrease by
$2,588,000. The Partnership has not received any indication from any of these
lessees as to whether they intend to exercise their options. The lessee of a
hotel property in Topeka, Kansas may exercise a purchase option at any time
during its lease term; the option price would be based on the cash flow of the
operations of the hotel. The Partnership is required to offer any net
proceeds from the sale of any Partnership property to the holder of the note
payable as a partial repayment on such note. To date, the lender has declined
to apply any sales proceeds realized by the Partnership as a reduction of the
loan obligation.
In connection with the purchase of its properties, the Partnership
required sellers of such properties to perform environmental reviews.
Management believes, based on the results of such reviews, that the
Partnership's properties were in substantial compliance with Federal and state
environmental statutes at the time the properties were acquired. However,
portions of certain properties have been subject to a limited degree of
contamination, principally in connection with leakage from underground storage
tanks or surface spills. In most instances where contamination has been
identified, tenants are actively engaged in the remediation process and
addressing identified conditions. Tenants are generally subject to
envirnomental statutes and regulations regarding the discharge of hazardous
materials and any related remediation obligations. In addition, the
Partnership's leases generally require tenants to indemnify the Partnership
from all liabilities and losses related to the leased properties with
provisions of such indemnification specifically addressing environmental
matters. Accordingly, Management believes that the ultimate resolution of
environmental matters will not have a material adverse effect on the
Partnership's financial condition, liquidity or results of operations.
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards No. 121 - Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of ("SFAS
121"). Pursuant to SFAS 121, the Partnership assesses the recoverability of
its real estate assets, including residual interests, based on projections of
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. The adoption of SFAS 121 did not have a material effect on the
Partnership's financial condition or results of operations.
- 5 -
<PAGE>
REPORT of INDEPENDENT ACCOUNTANTS
To the Partners of
Corporate Property Associates 8, L.P.:
We have audited the accompanying balance sheets of Corporate Property
Associates 8, L.P., a Delaware limited partnership, as of December 31, 1994 and
1995, and the related statements of income, partners' capital, and cash flows
for each of the three years in the period ended December 31, 1995. We have also
audited the financial statement schedule included on pages 21 to 24 of this
Annual Report. 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 audit 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 financial position of Corporate Property
Associates 8, L.P., a Delaware limited partnership, as of December 31, 1994 and
1995, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. In addition, in our opinion, the Schedule of
Real Estate and Accumulated Depreciation as of December 31, 1995, 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.
- 6 -
<PAGE>
/s/ Coopers & Lybrand L.L.P.
New York, New York
March 22, 1996
- 7 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
BALANCE SHEETS
December 31, 1994 and 1995
<TABLE>
<CAPTION>
1994 1995
------------- -------------
<S> <C> <C>
ASSETS:
Real estate leased to others:
Accounted for under the
operating method:
Land $ 17,335,547 $ 16,215,476
Buildings 46,383,444 42,873,222
------------ ------------
63,718,991 59,088,698
Accumulated depreciation 8,219,855 8,945,959
------------ ------------
55,499,136 50,142,739
Net investment in direct financing leases 43,197,376 47,095,414
------------ ------------
Real estate leased to others 98,696,512 97,238,153
Equity investments 1,579,831 1,234,480
Operating real estate, net of accumulated
depreciation of $986,315 in 1994 and
$1,440,459 in 1995 9,510,155 9,219,763
Cash and cash equivalents 4,680,685 5,119,385
Accrued interest and rents receivable 137,901 378,096
Other assets, net of accumulated amortization
of $81,543 in 1994 and $118,651 in 1995 1,717,542 1,699,830
------------ ------------
Total assets $116,322,626 $114,889,707
============ ============
LIABILITIES:
Mortgage notes payable $ 56,043,833 $ 52,685,656
Note payable 5,102,144 5,102,144
Accrued interest payable 610,562 610,754
Accounts payable and accrued expenses 393,344 522,575
Accounts payable to affiliates 71,425 127,994
Security deposits 232,830 264,312
Prepaid and deferred rental income 788,078 751,634
------------ ------------
Total liabilities 63,242,216 60,065,069
------------ ------------
Commitments and contingencies
PARTNERS' CAPITAL:
General Partners (605,304) (412,915)
Limited Partners (67,749 and 67,582 Limited
Partnership Units issued and outstanding
at December 31, 1994 and 1995) 53,685,714 55,237,553
------------ ------------
Total partners' capital 53,080,410 54,824,638
------------ ------------
Total liabilities and
partners' capital $116,322,626 $114,889,707
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 8 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
STATEMENTS of INCOME
For the years ended December 31, 1993, 1994 and 1995
<TABLE>
<CAPTION>
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rental income $ 7,434,172 $ 8,495,117 $ 8,979,476
Interest income from direct financing leases 5,559,936 5,635,602 6,244,145
Other interest income 109,670 184,936 229,928
Revenue of hotel operations 3,696,161 3,615,727 4,432,735
Other income 1,260,642 873,387
----------- ----------- -----------
18,060,581 18,804,769 19,886,284
----------- ----------- -----------
Expenses:
Interest 6,737,293 6,266,275 5,799,127
Depreciation 1,935,624 1,997,946 1,912,503
General and administrative 427,751 488,110 576,717
Property expenses 547,398 461,623 381,606
Amortization 26,691 35,555 37,108
Operating expense of hotel operations 2,463,667 2,355,576 2,779,039
Writedown to net realizable value 685,644 1,104,219
----------- ----------- -----------
12,824,068 12,709,304 11,486,100
----------- ----------- -----------
Income before income (loss) from equity
investments and extraordinary charge
on extinguishment of debt 5,236,513 6,095,465 8,400,184
Income (loss) from equity investments 21,111 (83,436) (62,359)
----------- ----------- -----------
Income before extraordinary charge 5,257,624 6,012,029 8,337,825
Extraordinary charge on extinguishment
of debt 120,000
----------- ----------- -----------
Net income $ 5,257,624 $ 5,892,029 $ 8,337,825
=========== =========== ===========
Net income allocated to:
Individual General Partner $ 52,576 $ 58,920 $ 83,378
=========== =========== ===========
Corporate General Partner $ 473,186 $ 530,283 $ 750,405
=========== =========== ===========
Limited Partners $ 4,731,862 $ 5,302,826 $ 7,504,042
=========== =========== ===========
Net income per Unit
(67,749 Limited Partnership Units
outstanding in 1993 and 1994 and
67,645 weighted average Units
outstanding in 1995):
Income before extraordinary item $69.84 $79.86 $110.93
Extraordinary item (1.59)
----------- ----------- -----------
$69.84 $78.27 $110.93
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 9 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
STATEMENTS of PARTNERS' CAPITAL
For the years ended December 31, 1993, 1994 and 1995
<TABLE>
<CAPTION>
Partners' Capital Accounts
---------------------------------------------------
Limited
Partners'
General Limited Amount Per
Total Partners Partners Unit (a)
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 $54,616,441 $(451,700) $55,068,141 $813
Distributions (6,327,785) (632,778) (5,695,007) (84)
Net income, 1993 5,257,624 525,762 4,731,862 70
----------- --------- ----------- ----
Balance, December 31, 1993 53,546,280 (558,716) 54,104,996 799
Distributions (6,357,899) (635,791) (5,722,108) (84)
Net income, 1994 5,892,029 589,203 5,302,826 78
----------- --------- ----------- ----
Balance, December 31, 1994 53,080,410 (605,304) 53,685,714 793
Purchase of Limited
Partnership Units (179,670) (179,670) (3)
Distributions (6,413,927) (641,394) (5,772,533) (85)
Net income, 1995 8,337,825 833,783 7,504,042 111
----------- --------- ----------- ----
Balance, December 31, 1995 $54,824,638 $(412,915) $55,237,553 $816
=========== ========= =========== ====
</TABLE>
(a) Based on weighted average Units issued and outstanding.
The accompanying notes are an integral part of the financial statements.
- 10 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
STATEMENTS of CASH FLOWS
For the years ended December 31, 1993, 1994 and 1995
<TABLE>
<CAPTION>
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 5,257,624 $ 5,892,029 $ 8,337,825
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,962,315 2,033,501 1,949,611
Cash receipts on operating leases (less than)
greater than income recognized (183,986) (30,116) 274,471
Loss from equity investments 83,436 62,359
Notes received in settlement (22,017)
Restructuring fees received 409,259 1,227,779
Deferred rental income recognized on
disposition of properties (835,636)
Writedown to net realizable value 685,644 1,104,219
Extraordinary charge on extinguishment of debt 120,000
Net change in operating assets and liabilities 245,988 (945,759) (353,032)
----------- ----------- -----------
Net cash provided by operating activities 8,376,844 8,627,436 10,271,234
----------- ----------- -----------
Cash flows from investing activities:
Distributions from equity investments in excess
of equity income or loss 253,858 289,805 282,992
Additional capitalized costs (121,213) (977,868) (163,752)
Capital contribution to limited partnership (595)
Proceeds from sales of real estate 1,287,454
----------- ----------- -----------
Net cash provided by investing activities 132,050 599,391 119,240
----------- ----------- -----------
Cash flows from financing activities:
Distributions to partners (6,327,785) (6,357,899) (6,413,927)
Purchase of Limited Partnership Units (179,670)
Proceeds from mortgages and note payable 5,102,144 5,000,000
Prepayment of mortgage payable (5,904,982) (5,771,250)
Deferred financing costs (148,717) (28,997)
Payment of mortgage principal (457,058) (969,439) (3,358,177)
Payment made on extinguishment of debt (120,000)
----------- ----------- -----------
Net cash used in financing activities (7,736,398) (8,247,585) (9,951,774)
----------- ----------- -----------
Net increase in cash
and cash equivalents 772,496 979,242 438,700
Cash and cash equivalents, beginning of year 2,928,947 3,701,443 4,680,685
----------- ----------- -----------
Cash and cash equivalents, end of year $ 3,701,443 $ 4,680,685 $ 5,119,385
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 11 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
------------------------------------------
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 improvements.
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 Corporate Property
Associates 8, L.P.'s (the "Partnership") 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. When
scheduled rentals vary during the lease term, income is recognized
on a straight-line basis so as to produce a constant periodic
rent.
Substantially all of the Partnership's leases provide for either
scheduled rent increases, increases based on increases to the
Consumer Price Index or Producer Price Index or sales
overrides.
Operating Real Estate:
---------------------
Land, building 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.
totalled
Long-Lived Assets:
-----------------
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards No. 121 -
Accounting for the Impairment of Long-Lived Assets and Long-
Lived Assets to Be Disposed Of ("SFAS 121"). Pursuant to
SFAS 121, the Partnership assesses the recoverability of its
real estate assets, including residual interests, based on
projections of 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. The
adoption of SFAS 121 did not have a material effect on the
Partership's financial condition or results of operations.
Depreciation:
------------
Depreciation is computed using the straight-line method over the
estimated useful lives of the properties - 5 to 30 years.
Cash Equivalents:
----------------
- 12 -
<PAGE>
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
- 13 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
funds. Substantially all of the Partnership's cash and cash
equivalents at December 31, 1994 and 1995 were held in the custody of
three financial institutions.
Equity Investments:
------------------
The Partnership's 50% interests in a joint venture and a limited
partnership are accounted for under the equity method, i.e. at cost,
increased or decreased by the Partnership's share of earnings or
losses, less distributions.
Other Assets:
------------
Included in other assets are deferred rental income, deferred charges
and a furniture, fixture and equipment reserve for the hotel property.
Deferred rental income is the aggregate difference for operating
method leases between scheduled rents which vary during the lease term
and income recognized on a straight-line basis. Deferred charges are
costs incurred in connection with mortgage note financings and
refinancings and are deferred and amortized on a straight-line basis
over the terms of the mortgages.
Deferred Rental Income:
----------------------
Deferred rental income recognized in connection with the amendment of
one of the Partnership's leases, is being amortized on a straight-line
basis from the date of the amendment through the end of the initial
term of the lease (20.5 years).
Income Taxes:
------------
A partnership is not liable for 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.
Reclassifications:
-----------------
Certain 1993 and 1994 amounts have been reclassified to conform to the
1995 financial statement presentation.
2. Partnership Agreement:
---------------------
The Partnership was organized on October 20, 1987 under the Delaware
Revised Uniform Limited Partnership Act for the purpose of engaging in
the business of investing in and owning 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, 2011, or
sooner, in accordance with the terms of the Amended Agreement of
Limited Partnership (the "Agreement").
The Agreement provides that the General Partners are allocated 10% (1%
to the Individual General Partner, William P. Carey, and 9% to the
Corporate General Partner, Eighth Carey Corporate Property ("Carey
Property")) and the Limited Partners are allocated 90% 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. An affiliate of the General Partners may be entitled to
receive incentive fees during the liquidation stage of the
Partnership. A division of W.P. Carey & Co., Inc. ("W.P. Carey"), an
affiliate, is engaged in the real estate brokerage business. The
Partnership may sell properties through the division and pay
subordinated real estate commissions as provided in the Agreement.
The division could ultimately earn up to approximately $39,000 of real
estate commissions due to the sale of properties in 1994,
- 14 -
<PAGE>
which amount will be retained by the Partnership unless the
subordination provisions of the Agreement are satisfied.
- 15 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
3. Transactions with Related Parties:
---------------------------------
Under the Agreement, Carey Property is entitled to receive a property
leasing 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 leasing fee
and general and administrative expense reimbursements are summarized
as follows:
<TABLE>
<CAPTION>
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Property leasing fee $371,564 $199,664 $ 26,777
General and administrative
expense reimbursements 76,676 101,761 87,856
-------- -------- --------
$448,240 $301,425 $114,633
======== ======== ========
</TABLE>
In 1993, 1994 and 1995, fees aggregating $50,077, $86,196 and $69,691,
respectively, were incurred for legal services performed by a
firm in which the Secretary of the Corporate General Partner
and other affiliates is a partner of such firm.
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 1993, 1994 and 1995 were $76,234, $88,753 and $145,341
respectively. The increase in 1995 expenses is due in part to
nonrecurring costs incurred in connection with the relocation of the
Partnership's offices.
The Partnership's ownership interests in certain properties are jointly
held with affiliated entities. The interests are held as tenants-in-
common and joint venture interests with such interests ranging from
20% to 75.26%. The Partnership accounts for its assets and
liabilities relating to tenants-in-common interests on a proportional
basis.
4. Real Estate Leased to Others Accounted for Under the Operating
--------------------------------------------------------------
Method and Operating Real Estate:
--------------------------------
A. Real Estate Leased to Others:
----------------------------
The scheduled minimum future rentals, exclusive of renewals, under
noncancellable operating leases amount to approximately
$8,719,000 in 1996, $6,911,000 in 1997, $5,157,000 in 1998,
$5,151,000 in 1999, $5,145,000 in 2000 and aggregate
approximately $75,896,000 through 2014.
Contingent rent was approximately $222,000 in 1994 and $497,000 in 1995.
There were no contingent rentals in 1993.
- 16 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
B. Operating Real Estate:
---------------------
Operating real estate, at cost, is summarized as follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1994 1995
----------- -----------
<S> <C> <C>
Land $ 1,717,967 $ 1,717,967
Building 7,376,728 7,520,834
Personal property 1,401,775 1,421,421
----------- -----------
10,496,470 10,660,222
Less: Accumulated depreciation 986,315 1,440,459
----------- -----------
$ 9,510,155 $ 9,219,763
=========== ===========
</TABLE>
5. Net Investment in Direct Financing Leases:
-----------------------------------------
<TABLE>
<CAPTION>
Net investment in direct financing leases is summarized as follows:
December 31,
------------------------
1994 1995
----------- -----------
<S> <C> <C>
Minimum lease payments
receivable $ 99,127,555 $105,522,285
Unguaranteed residual value 43,197,376 47,095,414
------------ ------------
142,324,931 152,617,699
Less, Unearned income 99,127,555 105,522,285
------------ ------------
$ 43,197,376 $ 47,095,414
============ ============
</TABLE>
The scheduled minimum future rentals, exclusive of renewals, under
noncancellable direct financing leases amount to approximately
$5,996,000 in each of the years 1996 to 2000 and aggregate
approximately $105,522,000 through 2014.
Contingent rent in 1995 was approximately $415,000. There were no
contingent rents in 1993 and 1994.
6. Mortgage Notes Payable and Note Payable:
---------------------------------------
A. Mortgage Notes Payable:
----------------------
Mortgage notes payable are collateralized by the lease assignments and
by real property with a carrying amount of approximately $106,094,000
before accumulated depreciation. Other than one mortgage loan of
$3,901,431 which is recourse to the assets of the Partnership, the
mortgage loans are limited recourse obligations of the Partnership.
As of December 31, 1995, mortgage notes payable bear interest at rates
varying from 7.16% to 11.85% per annum and mature from 1996 to 2010.
Scheduled principal payments during each of the next five years
following December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Year Ending December 31,
- ------------------------
<S> <C>
1996 $ 5,463,663
1997 6,997,836
1998 4,662,277
1999 20,632,530
2000 2,956,843
Thereafter 11,972,507
-----------
Total $52,685,656
===========
</TABLE>
- 17 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
In addition, the Partnership's proportionate share of the balance of
mortgage notes payable on properties leased to General
Electric Company and Hotel Corporation of America and
accounted for under the equity method was $1,729,144 and
$4,316,837, respectively, at December 31, 1995 (see Note 10).
B. Note Payable:
------------
The $5,102,144 note payable is a recourse obligation of the Partnership
and provides for quarterly payments of interest at a variable rate of
the London Inter-Bank Offered Rate plus 4.25% per annum (9.9% at
December 31, 1995). The note payable matures in July 1999, at which
time a balloon payment for the entire outstanding principal balance
will be due.
Covenants under the note payable restrict the Partnership from incurring
additional debt; however, new limited recourse mortgage financing may
be obtained for the purpose of replacing existing mortgage debt. The
Partnership must maintain a net worth of $20,000,000, aggregate
appraised property value of $15,000,000 and a ratio of operating cash
flow to debt service on the note payable of from 3:1 to 3.4:1 over the
term of the loan. The Partnership is in compliance with such terms at
December 31, 1995. In addition, the Partnership must offer the lender
the proceeds of any asset disposition as a loan prepayment. Under
limited circumstances, the Partnership may prepay the loan in whole or
in part.
Interest paid was $6,809,511, $6,189,016 and $5,798,935 in 1993, 1994
and 1995, 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 to Distributions Paid to Partners' Per
December 31, General Partners Limited Partners Unit Amount
- --------------- --------------------- --------------------- -------------
<S> <C> <C> <C>
1993 $632,778 $5,695,007 $84.06
======== ========== ======
1994 $635,791 $5,722,108 $84.46
======== ========== ======
1995 $641,394 $5,772,533 $85.31
======== ========== ======
</TABLE>
Distributions of $162,422 to the General Partners and $1,461,799 to the
Limited Partners for the quarter ended December 31, 1995 were
declared and paid in January 1996.
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 the accounting differences is as
follows:
<TABLE>
<CAPTION>
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Net income per Statements of Income $ 5,257,624 $ 5,892,029 $ 8,337,825
Writedown to net realizable value 685,644 1,104,219
Excess tax depreciation (1,017,451) (906,755) (1,335,846)
Other 134,719 (1,524,377) 473,199
----------- ----------- -----------
Income for Federal
income tax purposes $ 5,060,536 $ 4,565,116 $ 7,475,178
=========== =========== ===========
</TABLE>
- 18 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to 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 the operation of
a hotel business.
In 1993, 1994 and 1995, the Partnership earned its total leasing
revenues (rental income plus interest income from financing
leases) from the following lease obligors:
<TABLE>
<CAPTION>
1993 % 1994 % 1995 %
----------- ---- ----------- ---- ----------- ----
<S> <C> <C> <C> <C> <C> <C>
Advanced System Applications, Inc. $ 1,403,291 11% $ 2,258,692 16% $ 3,114,091 21%
Sybron Acquisition Company 2,166,886 17 2,491,920 18 2,491,920 17
Dr Pepper Bottling Company
of Texas 1,957,333 15 1,999,000 14 1,999,000 13
ASG Acquisition Corporation/
American Signature 1,270,194 10 1,332,653 9 1,400,166 9
High Voltage Engineering
Corporation 1,041,881 8 1,140,100 8 1,167,744 8
Orbital Sciences Corporation 896,186 7 916,484 6 977,378 6
Furon Company 820,991 6 819,443 6 819,443 5
Stationers Distributing
Company, Inc. 523,600 4 635,283 5 769,625 5
Detroit Diesel Corporation 754,200 6 699,024 5 699,114 5
AutoZone, Inc. 535,358 4 526,781 4 529,748 3
NVRyan L.P. 920,036 7 528,391 4 495,518 3
Mayfair Molded Products Corporation 460,755 4 460,755 3 460,755 3
Winn-Dixie Montgomery, Inc. 134,500 1 134,500 1 134,500 1
Other lease obligors 54,897 131,218 1 107,919 1
Federal Express Corporation 54,000 56,475 56,700
----------- --- ----------- --- ----------- ---
$12,994,108 100% $14,130,719 100% $15,223,621 100%
=========== === =========== === =========== ===
</TABLE>
Summarized operating results of the Partnership's share of the hotel
operation are as follows:
<TABLE>
<CAPTION>
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues $ 3,696,161 $ 3,615,727 $ 4,432,735
Fees paid to hotel management company (103,245) (101,154) (130,293)
Other operating expenses (2,360,422) (2,254,422) (2,648,746)
----------- ----------- -----------
Partnership's interest in hotel operating income $ 1,232,494 $ 1,260,151 $ 1,653,696
=========== =========== ===========
</TABLE>
- 19 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
10. Equity Investments:
------------------
The Partnership owns a 50% equity interest in CPA(R):8-CPA(R):9 Joint
Venture I ("GE") with Corporate Property Associates 9, L.P.
("CPA(R):9"), an affiliate, and a 50% interest in Carey Topeka
Associates, L.P. ("HCA") with Corporate Property Associates 7
("CPA(R):7"), an affiliate. GE owns land and a building located in
King of Prussia, Pennsylvania, leased to General Electric Company.
HCA owns a leasehold interest in a hotel property in Topeka, Kansas
subleased to the Hotel Corporation of America. HCA purchased the
leasehold interest in September 1993. Summarized combined financial
information of GE and HCA is as follows:
<TABLE>
<CAPTION>
(In thousands)
December 31,
1994 1995
------- -------
<S> <C> <C>
Assets, net of accumulated depreciation
and amortization $15,595 $14,682
Liabilities 12,434 12,211
Capital 3,161 2,471
<CAPTION>
Year Ended December 31,
1993 (1) 1994 1995
-------- ------- -------
<S> <C> <C> <C>
Revenues $ 942 $ 1,575 $ 1,597
Expenses 900 1,740 1,721
Net income (loss) 42 (165) (124)
</TABLE>
(1) Includes the results of operations for HCA for the period from inception
(September 27, 1993) to December 31, 1993.
The Partnership's share of GE and HCA scheduled future minimum rentals,
exclusive of renewals, under its noncancellable operating
lease are approximately $885,000 in 1996, $905,000 in 1997,
$692,000 in 1998, $421,000 in 1999 and $540,000 in 2000 and
aggregate approximately $4,608,000 through 2003.
The Partnership's share of scheduled principal payments on the GE and
HCA mortgage loans for the five years following December 31, 1995 are
approximately $108,000 in 1996, $117,000 in 1997, $1,739,000 in 1998,
$93,000 in 1999, $100,461 in 2000 and $3,889,000, thereafter.
- 20 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
11. Properties Formerly Leased to NVRyan L.P.:
-----------------------------------------
Pursuant to a restructuring agreement with NVRyan L.P. ("NVRyan") in
September 1993, which was reached in connection with the confirmation
by the Bankruptcy Court of NVRyan's reorganization plan, NVRyan was
permitted to sever four properties from its lease in exchange for
restructuring fees of $2,600,000 (of which the Partnership's share is
$1,637,038). All restructuring payments have been received, and for
financial reporting purposes the fees have been deferred and are being
amortized into income over the remaining term of the NVRyan lease.
$835,636 of such deferred fees were recognized in 1994 in connection
with the sale of the two properties described below.
In August 1994, the Partnership and CPA(R):7 sold the vacant Jefferson,
Georgia property for $844,778 (of which the Partnership's share was
$531,898), net of costs. No gain or loss was recognized on the sale
of the Jefferson, Georgia property as the value of the property was
written down to the sales price resulting in a charge of $823,447. In
addition, the Partnership and CPA(R):7 sold the property in Plant
City, Florida in April 1994 to an NVRyan sublessee for $1,200,000 (of
which the Partnership's share was $755,556). No gain or loss was
recognized on the sale as the net realizable value of the property was
written down to the sales price of the property at December 31, 1993,
resulting in a charge of $685,644.
On June 30, 1994, the Partnership and CPA(R):7 entered into a contract
to sell the vacant Fredricksburg, Virginia property for $728,500 (of
which the Partnership's share was $458,686), net of costs.
Subsequently, the potential buyer withdrew its offer to buy the
Fredricksburg, Virginia property. Although the transaction was not
consummated, the net realizable value of the Partnership's interest in
the property was written down to the anticipated net sales price of
$458,686 resulting in a charge of $280,772. The Partnership is
currently remarketing the property.
12. Properties Leased to ASG Acquisition Corp.:
------------------------------------------
The Partnership owns a 100% interest in a property leased to ASG
Acquisition Corp. ("ASG") in Olive Branch, Mississippi and owns a
26.43% interest as tenant-in-common with CPA(R):9 in a property leased
to Foote & Davies, Inc. ("Foote & Davies"), a wholly-owned subsidiary
of ASG, in DeKalb County, Georgia (collectively, the "ASG
Properties"). ASG is the guarantor of the Foote & Davies lease
obligations. The Partnership and CPA(R):9 assert that during 1992,
the assets of ASG and Foote & Davies were transferred to two newly
formed operating companies which were subsidiaries of a holding
company wholly-owned by Heller Financial, Inc. ("Heller"), a creditor
of ASG and Foote & Davies, in lieu of foreclosure. Certain
obligations including the lease obligations on the ASG Properties and
the guaranty obligations on the Foote & Davies lease were not
transferred. The new operating companies continued to operate the
acquired businesses at the ASG Properties. As part of the asset
transfer, the new operating companies entered into subleases on the
ASG Properties; however, such subleases were for a shorter duration
than the leases with the Partnership. The Partnership and CPA(R):9
informed the sublessees and Heller that subleases were contrary to the
lease terms and, therefore, not permissible. The Partnership's offer
to allow the operating companies formed by Heller to assume the
original leases and for Heller to provide a guaranty of the lease
obligations, was rejected. In connection with this rejection, the
Partnership and CPA(R):9 filed suit in the Court of Chancery of the
State of Delaware against Heller and the companies which assumed ASG
and Foote & Davies business operations in order to protect and uphold
the Partnership's and CPA(R):9's rights under the lease. The
Partnership and CPA(R):9 have also alleged that the sublease was made
with the intent of hindering and defrauding the Partnership and
CPA(R):9. The Partnership and CPA(R):9 have entered into discussions
with Heller and its affiliates in order to attempt to reach an out-of-
court settlement regarding the leases. There is no assurance that a
- 21 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
settlement will be reached. Management believes that the ultimate
outcome of this suit will not have a material adverse effect on the
Partnership's financial condition or results of operations.
13. Extraordinary Charge on Extinguishment of Debt:
----------------------------------------------
On June 15, 1990, the Partnership and CPA(R):9 purchased, as tenants-in-
common with 20% and 80% interests, respectively, 129 acres of land and
six industrial buildings in Detroit and Redford, Michigan for
$31,500,000, of which $24,000,000 was financed by a limited recourse
mortgage loan, and entered into a net lease with an initial lease term
of twenty years with Detroit Diesel Corporation ("Detroit Diesel").
The mortgage loan provided for quarterly interest only payments at an
annual rate of 11.28% with payments of principal commencing on
December 15, 1995.
On May 25, 1994, the Partnership and CPA(R):9 prepaid the existing
$24,000,000 mortgage loan and obtained $25,000,000 of new mortgage
financing. The new mortgage loan bears interest at the rate of 7.16%
per annum and provided for quarterly interest only payments of
$447,500 (of which the Partnership's share is $89,500) until December
15, 1995 at which time quarterly interest and principal payments of
$689,601 commenced (of which the Partnership's share is $137,920) and
which are payable through June 15, 2010 at which time the loan will be
fully amortized. Pursuant to the Detroit Diesel lease, Detroit Diesel
was entitled to a rent reduction equal to 70% of any benefit realized
from the refinancing of the mortgage loan in exchange for its paying
70% of the costs incurred in connection with any such refinancing
other than prepayment premiums. In lieu of paying any refinancing
costs, Detroit Diesel consented to allowing the Partnership and
CPA(R):9 to refinance the mortgage debt for $1,000,000 in excess of
the original mortgage financing and for the Partnership and CPA(R):9
to keep any proceeds which remained after prepaying the original
mortgage loan and paying the prepayment premium and the financing
costs of the new loan.
In connection with the refinancing, the Detroit Diesel lease was amended
so that rentals under the lease to reflect the above mentioned
refinancing benefits. Although gross rents under the lease decreased,
while total equity rents (i.e. rent, net of debt service requirements)
over the remaining initial term will increase by approximately
$2,804,000 (of which the Partnership's share will be approximately
$560,000).
In connection with paying off the original mortgage loan the Partnership
incurred an extraordinary charge on the extinguishment of debt as a
result of paying a prepayment premium of $120,000 on its $4,800,000
share of such debt. Although the mortgage provided for a premium of
5% of the loan balance, the premium paid by the Partnership and
CPA(R):9 represented 2.5% of the loan amount and satisfied the
obligation in full.
14. Properties Leased to Furon Company:
----------------------------------
In January 1990, the Partnership and CPA(R):9 purchased nine properties
as tenants-in-common with 32.28% and 67.72% ownership interests,
respectively, and entered into a master lease with Furon Company
("Furon"). In August 1993, the Partnership and CPA(R):9 consented to
Furon's sublease of two properties in Liverpool and Twinsburg, Ohio to
IER Industries, Inc. ("IER") through July 2007, the end of Furon's
initial lease term. In connection with consenting to the
- 22 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to FINANCIAL STATEMENTS, Continued
sublease, the Partnership granted IER a purchase option on the two
subleased properties in consideration for an irrevocable
payment of $75,000 (of which the Partnership's share was
$24,210). The option could be exercised in June or July 1996
if IER provides notice of its intention to purchase the
properties by March 31, 1996. The $75,000 paid in 1993 would
be credited to the IER's purchase price for the properties if
the option were exercised.
On February 15, 1996, IER notified the Partnership and CPA(R):9 of its
intention to exercise its option on or about July 8, 1996. The
sublease provides that the purchase price will be the greater of fair
market value determined pursuant to an appraisal process or the sum of
(i) $1,450,000 and (ii) any prepayment premium resulting from any
mandatory prepayment to the lender on the mortgage loan collateralized
by the nine Furon properties. As the appraisal process is in its
early stages, no determination has yet been made as to fair market
value. In the event that the properties are sold, the Partnership's
share of Furon's rent will be reduced by $55,290.
15. Property Leased to Advanced System Applications, Inc.:
-----------------------------------------------------
The Partnership and CPA(R):7 own a property in Bloomingdale, Illinois,
as tenants-in-common with 66.36% and 33.64% ownership interests,
respectively which is leased to Advanced System Applications, Inc.
("ASA"). In July 1994, the Partnership and CPA(R):7 entered into a
lease modification agreement with ASA which allows ASA to terminate
its lease in June 1997 instead of June 2003. Under the modification
agreement, annual rent increased to $5,200,000 (of which the
Partnership's share is $3,450,720) from $1,850,000 (of which the
Partnership's share was $1,227,660). In consenting to the
modification, the mortgage loan payments were substantially increased
so that the loan fully amortized on March 1, 1996. Although ASA is
obligated to make its lease payments through June 1997, it is in the
process of vacating the property. To the extent that the Partnership
and CPA(R):7 enter into new leases for any vacated space, ASA is
entitled to one-third of all rentals received, net of any landlord
costs, during the remaining term of its lease.
On January 31, 1996, the Partnership and CPA(R):7 entered into a
lease with the United States Postal Service (the "Postal Service").
The lease has a 10-year term commencing May 1, 1996 with annual
rentals of $722,800 (of which the Partnership's share will be
$479,650), increasing to $822,800 after five years. The Partnership
and CPA(R):7 retain the obligation to provide maintenance and support
services to the lessee. The lease provides for rent escalations in
1998 based on increases in certain operating costs incurred by the
Partnership and CPA(R):7. In addition, the Postal Service will
reimburse the Partnership and CPA(R): 7 for its pro rata share of real
estate taxes. The Postal Service has an option to terminate the lease
after five years and right of first refusal on space vacated by ASA.
The Partnership and CPA(R):7 are obligated to provide the Postal Service
a tenant improvement allowance of up to $600,000 (of which the
Partnership's share is $398,160).
16. 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, 1995. The fair value of debt instruments was evaluated using a
discounted cash flow model with discount rates which take into account
the credit of the tenants and interest rate risk.
- 23 -
<PAGE>
The Partnership's note payable is a variable rate obligation indexed to
the London Inter-Bank Offered Rate. Accordingly, the carrying amount
of the note payable approximates fair value as of December 31, 1995.
- 24 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1995
<TABLE>
<CAPTION>
Costs Gross Amount at which Carrie
Initial Cost to Partnership Capitalized Decrease In at Close of Period(c)(d)
--------------------------- Subsequent Net ----------------------------
Description Encumbrances Land Buildings Acquisition(a) Investment(b) Land Building
----------- ------------ ---- --------- -------------- ------------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating method:
Manufacturing facility
leased to
ASG
Acquisition
Corp./American
Signature $3,901,431 $ 899,145 $6,785,855 $ 497 $ 899,203 $6,786,294
Land leased to
AutoZone, Inc. 1,121,154 2,014,722 46,846 $ (6,176) 2,055,392
Office facility
leased to
Advanced System
Applications, Inc. 967,564 984,786 9,845,253 38,266 985,521 9,882,784
Land leased to High
Voltage Engineering
Corporation 828,473 1,720,000 1,601 1,721,601
Manufacturing facility
leased to
Mayfair Molded
Products Corporation 793,325 2,456,675 4,356 794,388 2,459,968
Land leased
to Sybron
Acquisition Company 324,209 558,614 3,218 561,832 561,832
Manufacturing and office
facility leased to
Federal Express
Corporation 47,000 551,000 19,102 48,504 568,598
Land leased
to Dr Pepper
Bottling Company
of Texas 2,071,567 3,675,870 17,433 3,693,303
Manufacturing facility
leased to
ASG Acquisition Corp./
American Signature 1,702,573 808,500 2,425,500 3,611 809,403 2,428,208
Manufacturing facility
leased to
Furon Company 4,389,795 1,351,811 6,167,025 40,222 (79) 1,358,964 6,200,015
<CAPTION>
Life on which
Depreciation
in Latest
Statement
Accumulated of Income
Description Total Depreciation(d) Date Aquired is Computed
----------- ----- --------------- ------------ -------------
<S> <C> <C> <C> <C>
Manufacturing facility
leased to
ASG
Acquisition
Corp./American
Signature $ 7,685,497 $1,701,518 June 24, 1988 30 yrs.
Land leased to
AutoZone, Inc. 2,055,392 N/A August 24, 1988 N/A
Office facility
leased to
Advanced System September 29,
Applications, Inc. 10,868,305 2,389,689 1988 30 yrs.
Land leased to High
Voltage Engineering November 10,
Corporation 1,721,601 N/A 1988 N/A
Manufacturing facility
leased to
Mayfair Molded December 8,
Products Corporation 3,254,356 579,366 1988 30 yrs.
Land leased
to Sybron December 21,
Acquisition Company 561,832 N/A 1988 N/A
Manufacturing and office
facility leased to
Federal Express
Corporation 617,102 128,345 March 24, 30 yrs.
1989
Land leased
to Dr Pepper
Bottling Company
of Texas 3,693,303 N/A June 30, N/A
1989
Manufacturing facility
leased to
ASG Acquisition Corp./ December 29, 30 yrs.
American Signature 3,237,611 486,041 1989
Manufacturing facility
leased to January 29, 30 yrs.
Furon Company 7,558,979 1,223,913 1990
</TABLE>
(Continued)
See accompanying notes to Schedule.
- 25 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1995
<TABLE>
<CAPTION>
Initial Cost to Partnership Costs
-------------------------------------- Capitalized Decrease In
Personal Subsequent Net
Description Encumbrances Land Buildings Property Acquisition(a) Investment(b)
----------- ------------ ---- --------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operating method
(continued):
Manufacturing facility
leased to Detroit
Diesel Corporation $ 4,951,580 $ 997,290 $5,302,710 $ 1,384
Supermarket
leased to
Winn-Dixie 1,345,000 26,855
Engineering and
Fabrication Facility
leased to Orbital
Sciences Corporation
4,335,913 1,837,983 3,878,541 2,325,852
Manufacturing
and office
facility leased to
Allied Plywood, Inc. 416,309 1,217,073 9,499
Manufacturing
and office
facilities in
Fredricksburg,
Virginia 55,322 700,009 1,665 $ (280,772)
----------- ----------- ---------- ----------- -----------
$24,594,259 $16,160,677 $40,674,641 $ 2,540,407 $ (287,027)
=========== =========== ========== =========== ===========
Operating real estate (e):
Hotel in Kenner,
Louisiana $ 3,988,622 $ 1,717,352 $6,361,121 $ 1,304,502 $ 1,277,247
=========== =========== ========== =========== ===========
Direct financing method:
Retail stores
leased
to AutoZone, Inc. $ 1,606,716 $ 2,887,278 $ 67,135
Manufacturing and
generating facilities
leased to High
Voltage Engineering
Corporation 3,593,417 $ 688,000 7,242,000 7,394
Office/warehouse
facilities leased to
Stationers
Distributing
Company 2,384,438 1,120,000 3,510,000 293 $ (732,255)
Manufacturing
facility
leased to Sybron
Acquisition Company 10,643,598 1,493,464 16,845,708 105,225
Manufacturing
facility
leased to NVRyan L.P. 359,347 2,863,431 164,827
Bottling and
Distribution
facilities lease to
Dr Pepper Bottling
Company of Texas 5,874,606 10,424,130 49,437
----------- ----------- ----------- ----------
$24,102,775 $3,660,811 $43,772,547 $ 394,311 $ (732,255)
====================== =========== =========== ==========
<CAPTION>
Life on which
Gross Amount at which Carried Depreciation
at Close of Period(c)(d) in Latest
------------------------------------- Accumulated Statement
Personal Depreciation of Income
Description Land Building Property Total (c)(d)(e) Date Acquired is Computed
----------- ---- -------- -------- ----- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating method
(continued):
Manufacturing facility
leased to Detroit
Diesel Corporation $ 997,509 $ 5,303,875 $ 6,301,384 $ 979,722 June 15, 1990 30 yrs.
Supermarket
leased to
Winn-Dixie 1,371,855 1,371,855 240,075 October 26, 1990 30 yrs.
Engineering and
Fabrication Facility
leased to Orbital
Sciences Corporation 1,838,246 6,204,130 8,042,376 1,085,723 September 29, 1989 30 yrs.
Manufacturing
and office
facility leased to
Allied Plywood, Inc. 416,740 1,226,141 1,642,881 91,960 March 31, 1989 30 years
Manufacturing
and office
facilities in
Fredricksburg,
Virginia 34,870 441,354 476,224 39,607 March 31, 1989 30 years
----------- ----------- ----------- -----------
$16,215,476 $42,873,222 $59,088,698 $ 8,945,959
=========== =========== =========== ===========
Operating real estate (e):
Hotel in Kenner,
Louisiana $ 1,717,967 $ 7,520,834 $ 1,421,421 $10,660,222 $ 1,440,459 June 15, 1988 5-30 yrs.
=========== =========== =========== =========== ===========
Direct financing method:
Retail stores
leased
to AutoZone, Inc. $ 2,954,413 August 24, 1988
Manufacturing and
generating facilities
leased to High
Voltage Engineering
Corporation 7,937,394 November 10, 1988
Office/warehouse
facilities leased to
Stationers
Distributing
Company 3,898,038 December 29, 1988
Manufacturing
facility
leased to Sybron
Acquisition Company 18,444,397 December 22, 1988
Manufacturing
facility
leased to NVRyan L.P. 3,387,605 March 31, 1989
Bottling and
Distribution
facilities lease to
Dr Pepper Bottling
Company of Texas 10,473,567 June 30, 1989
-----------
$47,095,414
===========
</TABLE>
See accompanying notes to Schedule.
- 26 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
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 capital
expenditures for improvements on the building leased to Orbital
Sciences Corporation.
(b) The decrease in net investment is due to sales of excess parcels of
land and a writedown to net realizable value of a property and the
effect of accumulated depreciation on carrying amount in connection
with the reclassification of a property from real estate accounted
for under the operating method to net investment in direct financing
leases.
(c) At December 31, 1995, the aggregate cost of real estate owned for
Federal income tax purposes is $121,125,881.
(d)
Reconciliation of Real Estate Accounted
---------------------------------------
for Under the Operating Method
------------------------------
<TABLE>
<CAPTION>
December 31,
--------------------------
1994 1995
------------ ------------
<S> <C> <C>
Balance at beginning of period $65,387,590 $63,718,991
Sale of real estate (564,380)
Reclassification of operating lease
to direct financing lease (4,630,293)
Writedowns of real estate (1,104,219)
-----------
Balance at close of period $63,718,991 $59,088,698
=========== ===========
Reconciliation of Accumulated Depreciation
------------------------------------------
<CAPTION>
December 31,
--------------------------
1994 1995
------------ ------------
<S> <C> <C>
Balance at beginning of period $6,680,230 $8,219,855
Depreciation expense 1,572,107 1,458,359
Reclassification of operating lease
to direct financing lease (732,255)
Sale of real estate (32,482)
----------
Balance at close of period $8,219,855 $8,945,959
========== ==========
</TABLE>
- 27 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 8, L.P.,
a Delaware limited partnership
NOTES to SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
NOTES TO SCHEDULE OF REAL ESTATE - Continued
(e)
Reconciliation of Operating Real Estate
---------------------------------------
<TABLE>
<CAPTION>
December 31,
------------------------
1994 1995
----------- -----------
<S> <C> <C>
Balance at beginning of period $ 9,518,602 $10,496,470
Additions 977,868 163,752
----------- -----------
Balance at close of
period $10,496,470 $10,660,222
=========== ===========
<CAPTION>
Reconciliation of Accumulated Depreciation
------------------------------------------
Operating Real Estate
---------------------
December 31,
--------------------
1994 1995
-------- ----------
<S> <C> <C>
Accumulated depreciation
at beginning of period $560,476 $ 986,315
Depreciation expense 425,839 454,144
-------- ----------
Balance at close of
period $986,315 $1,440,459
======== ==========
</TABLE>
- 28 -
<PAGE>
PROPERTIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME OF LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- -------------------- ---------------- ----------------- --------------------
<S> <C> <C> <C>
GENERAL ELECTRIC Office/Research King of Prussia, Ownership of a 50%
COMPANY Facility Pennsylvania interest in a joint
venture which owns
land and building (1)
(2) Hotel Kenner, Ownership of a
Louisiana 53.617% interest in
land and building (1)
ASG ACQUISITION Industrial Olive Branch, Ownership of land
CORP./AMERICAN and Office Mississippi and building
SIGNATURE Buildings
AUTOZONE, INC. Retail Stores Jacksonville, Ownership of land
Florida - 2; and buildings (1)
Albany, Augusta,
Brunswick and
Macon, Georgia;
Columbia,
South Carolina;
Houston and
San Antonio,
Texas;
Albuquerque and
Farmington,
New Mexico
ADVANCE SYSTEM Office Building Bloomingdale, Ownership of a
APPLICATIONS, INC. Illinois 66.36% interest in
land and building (1)
HIGH VOLTAGE Manufacturing Sterling, Ownership of land
ENGINEERING and Office Massachusetts; and buildings (1)
CORPORATION Buildings East Hempfield
Township,
Pennsylvania
MAYFAIR MOLDED Manufacturing Schiller Park, Ownership of land
PRODUCTS Facility Illinois and building
CORPORATION
</TABLE>
- 29 -
<PAGE>
<TABLE>
<CAPTION>
NAME OF LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- --------------- ------------------ ------------- ----------------------
<S> <C> <C> <C>
SYBRON Manufacturing and Penfield, Ownership of a
ACQUISITION Office Buildings New York; 75.26% interest in
COMPANY Portsmouth, land and buildings (1)
New Hampshire;
Dubuque, Iowa;
Glendora,
California;
Romulus,
Michigan
STATIONERS Office/Warehouse San Antonio, Ownership of land
DISTRIBUTING Facility Texas; and buildings (1)
COMPANY Memphis,
Tennessee;
New Orleans,
Louisiana
FEDERAL EXPRESS Office/Warehouse College Ownership of land
CORPORATION Facility Station, Texas and building
NV RYAN L.P. Manufacturing/Office Thurmont, Ownership of a
Buildings Maryland and 62.963% interest
Farmington, in land and
New York buildings
DR PEPPER BOTTLING Bottling/ Irvine and Ownership of a 50%
COMPANY OF TEXAS Distribution Houston, Texas interest in land and
Office Facility and buildings (1)
ORBITAL SCIENCES Engineering & Chandler, Ownership of a 42%
CORPORATION Fabrication Arizona interest in land and
Facility buildings (1)
ASG ACQUISITION Industrial Building Dekalb County, Ownership of a 26.43%
CORP./AMERICAN and Office Facility Georgia interest in land and
SIGNATURE buildings (1)
</TABLE>
- 30 -
<PAGE>
<TABLE>
<CAPTION>
NAME OF LEASE TYPE OF OWNERSHIP
OBLIGOR TYPE OF PROPERTY LOCATION INTEREST
- ----------------- --------------------- ------------ ----------------------
<S> <C> <C> <C>
FURON COMPANY Manufacturing, Office New Haven, Ownership of a 32.28%
and Warehouse Connecticut; interest in land and
Facilities Mickleton, buildings (1)
New Jersey;
Aurora, Mantua and
Twinsburg, Ohio;
Bristol,
Rhode Island;
Mt. Pleasant,
Texas; Milwaukee,
Wisconsin;
Liverpool, PA.
DETROIT DIESEL Office, Warehouse, Detroit, Ownership of a 20%
CORPORATION Manufacturing, Truck Michigan interest in land and
Repair Facilities and buildings (1)
Waste Treatment Plant
WINN-DIXIE Supermarket Brewton, Alabama Ownership of
building (3)
MONTGOMERY, INC.
ALLIED PLYWOOD, Manufacturing/ Manassas, Ownership of a
INC. Office buildings Virginia 62.963% interest
in land and
buildings
(4) Manufacturing/ Fredricksburg, Ownership of a
Office buildings Virginia 62.963% interest
in land and
building
HOTEL CORPORATION Hotel Topeka, Kansas 50% ownership interest
OF AMERICA in a limited partnership
which owns land and
building (1)
</TABLE>
(1) These properties are encumbered by mortgage notes payable.
(2) The Partnership and CPA(R):4 operate a hotel business at this property.
(3) This property is subject to a ground lease.
(4) This property is vacant.
- 31 -
<PAGE>
MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED
UNITHOLDER MATTERS
- --------------------------------------------------------------------------------
Except for limited or sporadic transactions, there is no established
public trading market for the Limited Partnership Units of the Partnership.
As of December 31, 1995, there were 3,634 holders of record of the Limited
Partnership Units of the Partnership.
In accordance with the requirements of the Partnership's Amended
Agreement of Limited Partnership (the "Agreement") contained as Exhibit A to
the Prospectus, the Corporate General Partner expects to make quarterly
distributions of Distributable Cash From Operations as defined in the
Agreement. The following table shows the frequency and amount of
distributions paid per Unit since 1992:
<TABLE>
<CAPTION>
Cash Distributions Paid Per Unit
--------------------------------
1993 1994 1995
--------- --------- ----------
<S> <C> <C> <C>
First quarter $20.98 $21.08 $21.18
Second quarter 21.00 21.10 21.25
Third quarter 21.03 21.13 21.38
Fourth quarter 21.05 21.15 21.50
------ ------ ------
$84.06 $84.46 $85.31
====== ====== ======
</TABLE>
REPORT ON FORM 10-K
- --------------------------------------------------------------------------------
The Corporate General Partner will supply to any owner of Limited
Partnership Units, upon written request and without charge, a copy of the
Annual Report on Form 10-K for the year ended December 31, 1995 as filed with
the Securities and Exchange Commission.
- 32 -
<PAGE>
DIRECTORS AND SENIOR OFFICERS
- --------------------------------------------------------------------------------
The Partnership has no directors or officers. The directors and
senior officers of the Corporate General Partner are as follows:
William Polk Carey Chairman of the Board
Director
Francis J. Carey President
Director
George E. Stoddard Chairman of the Investment Committee
Director
Raymond S. Clark Chairman of the Executive Committee
Director
Madelon DeVoe Talley Vice Chairman of the Board
Director
Stephen H. Hamrick Director
Barclay G. Jones III Executive Vice President
Director
Lawrence R. Klein Chairman of the Economic Policy Committee
Director
Claude Fernandez Executive Vice President
Chief Administrative Officer
Howard J. Altmann Senior Vice President
H. Augustus Carey Senior Vice President
John J. Park Senior Vice President
Treasurer
Debra E. Bigler First Vice President
Ted G. Lagried First Vice President
Anthony S. Mohl First Vice President
Michael D. Roberts First Vice President
Controller
The directors and senior officers of W. P. Carey & Co., Inc. are
substantially the same as above.
A description of the business experience of each 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, 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, Mr.
Carey is a Governor of the National Association
- 33 -
<PAGE>
of Real Estate Investment Trusts (NAREIT). He also serves on the boards of
The Johns Hopkins University and its medical school, 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.
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. 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 and has served as a member
of the Board of Trustees of the Investment Program Association since 1990.
From April 1987 until August 1992, he served as counsel to Reed Smith Shaw &
McClay, counsel for Registrant, the General Partners, the CPA(R) Partnerships
and W.P. Carey and some of its affiliates. A real estate lawyer of more than
30 years' experience, he holds A.B. and J.D. degrees from the University of
Pennsylvania.
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.
Raymond S. Clark is former President and Chief Executive Officer of
the Canton Company of Baltimore and the Canton Railroad Company. A graduate
of Harvard College and Yale Law School, he is presently a Director and
Chairman of the Executive Committee of W.P. Carey and served as Chairman of
the Board of W.P. Carey from its founding in 1973 until 1982. He is past
Chairman of the Maryland Industrial Development Financing Authority.
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 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. Besides her duties at W.P. Carey, Mrs. Talley is also a
former Governor of the N.A.S.D. and is 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 Affairs at Columbia University.
Stephen H. Hamrick is the former Executive Vice President and
Managing Director of Wall Street Investor Services where he completed the sale
and turnaround of its bank based brokerage business. Previously, he served
six years as the Director of Private Investments for PaineWebber Incorporated.
From 1975 until joining PaineWebber in 1988, Mr. Hamrick was associated with
E.F. Hutton & Company (and the successor firm Shearson Lehman Hutton Inc.),
where he held the position of First Vice President and National Director of
Private Placements. Mr. Hamrick is a former Chairman of the Securities
Industry Association's Direct Investment Committee and the Investment Program
Association. He is a Certified Financial Planner and was graduated with
degrees in English and Economics from Duke University.
Barclay G. Jones III, Executive Vice President, Managing Director,
and co-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.
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
- 34 -
<PAGE>
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.
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.
Howard J. Altmann, Senior Vice President, Investment Department,
joined W.P. Carey in August 1990. He was a securities analyst at Goldman
Sachs & Co. for the retail industry from 1986 to 1988. Mr. Altmann received
his undergraduate degree in economics and finance from McGill University and
his M.B.A. from the Stanford University Graduate School of Business.
H. Augustus Carey, Senior Vice President, returned to W.P. Carey in
1988. 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.
John J. Park, Senior Vice President and Treasurer, 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.
Debra E. Bigler, First Vice President, joined W.P. Carey in 1989 as
an assistant marketing director, rising to her present position where she
bears responsibility for investor services throughout the southern United
States. She was previously employed by E. F. Hutton & Company for nine years
where she began as a Marketing Associate in Private Placement, Sales and
Marketing and was then promoted to Regional Director.
Ted G. Lagreid, First Vice President, joined W.P. Carey in 1994 and
is regional director responsible for investor services in the western United
States. Prior to joining the firm, he was a Vice President with Shurgard
Capital Group, then for Sun America where he was an executive in its mutual
funds group. He earned an A.B. from the University of Washington, received an
M.P.A. from the University of Puget Sound and then spent eight years in the
city of Seattle's Office of Management and Budget and Department of Community
Development. Mr. Lagreid was a commissioner of the City of Oakland,
California, serving on its Community and Economic Advisory Commission.
Anthony S. Mohl, First Vice President, Director of Portfolio
Management, joined W.P. Carey 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.
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, where he attained the title of audit manager. A certified public
accountant, Mr. Roberts received a B.A. from Brandeis University and an M.B.A.
from Northeastern University.
- 35 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,119,385
<SECURITIES> 0
<RECEIVABLES> 378,096
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,197,311
<PP&E> 116,844,334
<DEPRECIATION> 10,386,418
<TOTAL-ASSETS> 114,889,707
<CURRENT-LIABILITIES> 2,277,269
<BONDS> 52,685,656
54,824,638
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 114,889,707
<SALES> 0
<TOTAL-REVENUES> 19,886,284
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,737,362
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,799,127
<INCOME-PRETAX> 8,337,825
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,337,825
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,337,825
<EPS-PRIMARY> 110.93
<EPS-DILUTED> 110.93
</TABLE>
