Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
Corporate Property Associates 10 Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement) Michael B. Pollack
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it was
determined:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[GRAPHIC-LOGO CIP(TM)
{LETTERHEAD FOR Carey Institutional Properties Incorporated
Carey Property Advisors
May 4, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JUNE 10, 1998
The Annual Meeting of the Shareholders of Carey Institutional Properties
Incorporated will be held at the executive offices of the Company, 50
Rockefeller Plaza, New York, New York 10020 on Wednesday, June 10, 1998 at 10:00
a.m. for the following purposes:
1. To elect six Directors for the following year.
2. To allow theCompany to use stock to pay fees to the Advisor.
3. To transact such other business as may properly come before the
meeting.
The Directors have fixed the close of business on April 13, 1998 as the
record date for the Shares entitled to vote at the meeting. If you are present
at the meeting, you may vote in person even though you have previously delivered
your proxy.
By Order of the Board of Directors
/s/H. Augustus Carey
--------------------
H. Augustus Carey
Secretary
SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE BUSINESS REPLY ENVELOPE PROVIDED. SHAREHOLDERS WHO ARE
PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON.
An affiliate of W. P. Carey & Co., Inc., 50 Rockefeller Plaza, New York, NY
10020 212-492-1100 Fax 212-977-3022
<PAGE>
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
PROXY STATEMENT
MAY 4, 1998
The enclosed proxy is solicited by the Directors of Carey Institutional
Properties Incorporated (the "Company") for use at the Annual Meeting of
Shareholders to be held at the offices of the Company, 50 Rockefeller Plaza, New
York, New York at 10:00 a.m. on Wednesday, June 10, 1997 (the "Annual Meeting").
The proxy may be revoked at any time prior to voting thereof by notifying the
persons named in the proxy of intention to revoke, by execution and delivery of
a later dated proxy or by appearing at the Annual Meeting and voting in person
the Shares to which the proxy relates. Shares represented by executed proxies
will be voted, unless a different specification is indicated therein, for
election as Directors of the persons named therein.
The Proxy Statement and the enclosed proxy were mailed on or about May 4,
1998 to Shareholders of record at the close of business on April 13, 1998 (the
"Record Date"). The Company has mailed each Shareholder of record as of the
Record Date an Annual Report that includes audited financial statements for the
year ended December 31, 1997.
The holders of a majority of the Shares entitled to vote present at the
Annual Meeting in person or represented by proxies will constitute a quorum for
the transaction of business. The affirmative vote of a plurality of the Shares
whose holders constitute a quorum is required to elect Directors. At the close
of business on the Record Date, the Company had 17,254,966 Shares outstanding
and entitled to vote. Each Share has one vote on all matters including those to
be acted upon at the Annual Meeting.
The mailing address of the Company is 50 Rockefeller Plaza, New York, New
York 10020. Notices of revocation of proxies should be mailed to that address.
The Company will provide Shareholders, without charge, a copy of the
company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1997, including the financial
statements and schedules attached thereto, upon written request to Ms. Susan C.
Hyde, Director of Investor Relations of the Company, at Carey Institutional
Properties Incorporated, 50 Rockefeller Plaza, New York, New York 10020.
Election of Directors
At the Annual Meeting, six Directors are to be elected, each to hold office
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified, except in the event of death, resignation or removal.
Unless otherwise specified, proxies solicited hereby will be voted for the
election of the nominees listed below, except that in the event any of those
named should not continue to be available for election, discretionary authority
may be exercised to vote for a substitute. No circumstances are presently known
that would render any nominee named herein unavailable. All of the nominees are
now members of the Board of Directors.
The nominees, their ages, the year of election of each of the Board of
Directors, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to the Company, are as
follows:
<PAGE>
William P. Carey, age 67, Chairman and Chief Executive Officer, has been
active in lease financing since 1959 and a specialist in net leasing of
corporate real estate property since 1964. Before founding W. P. Carey & Co.,
Inc. ("W. P. Carey") in 1973, he served as Chairman of the Executive Committee
of Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real
Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers), and
head of Real Estate and Private Placements, Director of Corporate Finance and
Vice Chairman of the Investment Banking Board of duPont Glore Forgan Inc. A
graduate of the University of Pennsylvania's Wharton School, Mr. Carey is a
Governor of the National Association of Real Estate Investment Trusts (NAREIT)
and a Trustee of The Johns Hopkins University and other educational and
philanthropic institutions. He has served for many years on the Visiting
Committee to the Economics Department of the University of Pennsylvania and
co-founded with Dr. Lawrence R. Klein the Economics Research Institute at the
University. Mr. Carey also serves as Chairman of the Boards and Chief Executive
Officer of CPA(R):10 and CPA(R):12. Mr. Carey is the brother of Francis J. Carey
and an uncle of H. Augustus Carey. Mr. Carey was elected to the Board of
Directors of the Company in 1993.
-1-
<PAGE>
George E. Stoddard, age 82, elected to the Board of Directors in June 1997,
was until 1979 officer-in-charge of the Direct Placement Department of The
Equitable Life Assurance Society of the United States ("Equitable"), with
responsibility for all activities related to Equitable's portfolio of corporate
investments acquired through direct negotiation. Mr. Stoddard was associated
with Equitable for over 30 years. He holds an A.B. degree from Brigham Young
University, an M.B.A. from Harvard Business School and an LL.B. from Fordham
University Law School. Mr. Stoddard also serves as a Managing Director of W. P.
Carey & Co.
Charles C. Townsend, Jr., age 70, currently is an Advisory Director of
Morgan Stanley & Co., having held such position since 1979. Mr. Townsend was a
Partner and a Managing Director of Morgan Stanley & Co. from 1963 to 1978 and
served as Chairman of Morgan Stanley Realty Corporation from 1977 to 1982. Mr.
Townsend holds a B.S.E.E. from Princeton University and an M.B.A. from Harvard
University.
Ralph G. Coburn, Rear Admiral USNR (Ret.), age 88, is former President and
Chief Executive Officer of Hubbard Real Estate Investments (now HRE Properties)
("Hubbard"), a $100,000,000 equity REIT sponsored by Merrill Lynch and listed on
the New York Stock Exchange. While with Hubbard, he was also Senior Vice
President and a director of Merrill Lynch Hubbard, Inc., advisor to Hubbard and
a specialist in real estate and corporate finance. With Merrill Lynch Hubbard's
predecessor corporation, Admiral Coburn had been engaged in a diversity of real
estate activity for more than 20 years. A graduate of Harvard College, Harvard
Law School and the Naval War College, Admiral Coburn previously served as
managing director of the National Association of Real Estate Investment Trusts,
Washington, DC, representing the multi-billion dollar REIT industry, and also
serves as a Director of CPA(R):10. Admiral Coburn was elected to the Board of
Directors of the Company in 1993.
Warren G. Wintrub, age 62, elected Director in June 1997, retired in 1992
from Coopers & Lybrand after 35 years. Mr. Wintrub was elected a partner in
Coopers and Lybrand in 1963 and specialized in tax matters and served on that
firm's Executive Committee from 1976 to 1988 and as Chairman of its Retirement
Committee form 1979 to 1992. Mr. Wintrub holds a B.S. degree from Ohio State
University and an LL.B. from Harvard Law School. He currently serves as a
director of Chromcraft Revington, Inc. and Getty Petroleum Co. Mr. Wintrub is
also a director of CPA(R):10.
Thomas E. Zacharias, age 44, elected Director in June 1997, is currently
Vice President of Corporate Property Investors and has held this position since
1986. Corporate Property Investors is one of the largest equity-oriented REITS
in the U.S. with approximately $5 billion under management. Mr. Zacharias is
also Vice President of Corporate Realty Consultants, the paired-share affiliate
of Corporate Property Investors. Prior to joining Corporate Property Investors
in 1981, Mr. Zacharias was Project Director for the New York State Urban
Development Corporation from 1980-1981, and served as the Assistant to the Chief
Operating Officer from 1979-1980. Mr. Zacharias received his undergraduate
degree, magna cum laude, from Princeton University in 1976 and a Master of
Public and Private Management from the Yale School of Management in 1979. Mr.
Zacharias is also a director of CPA(R):12.
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Barclay G. Jones III, age 37, is a Vice Chairman and Managing director of
W. P. Carey & Co. Mr. Jones joined W. P. Carey & Co. as Assistant to the
President in July 1982 after his graduation from the Wharton School of the
University of Pennsylvania where he majored in Finance and Economics. Mr. Jones
has served as a director of W. P. Carey & Co. since April 1992 and is a director
of the Wharton School Club of New York. Mr. Jones is a director of CPA(R):14.
Steven M. Berzin, age 48, was elected Executive Vice President, Chief
Financial Officer, Chief Legal Officer and a Managing Director of W. P. Carey &
Co. in July 1997. From 1993 to 1997, Mr. Berzin was Vice President - Business
Development of General Electric Capital Corporation in the office of the
Executive Vice President and, more recently, in the office of the President,
where he was responsible for business development activities and acquisitions.
From 1985 to 1992, Mr. Berzin held various positions with Financial Guaranty
Insurance Company, the last two being Managing Director, Corporate Development
and Senior Vice President and Chief Financial Officer. Mr. Berzin was associated
with the law firm of Cravath, Swaine & Moore from 1977 to 1985 and from 1976 to
1977, he served as law clerk to the Honorable Anthony M. Kennedy, then a United
States Circuit Judge. Mr. Berzin received a B.A. and M.A. in Applied Mathematics
from Harvard University, a B.A. in Jurisprudence and an M.A. from Oxford
University and a J.D. from Harvard Law School
Claude Fernandez, age 45, is a Managing Director, Executive Vice President
and Chief Administrative Officer of W. P. Carey & Co. Mr. Fernandez joined W. P.
Carey & Co. as Assistant Controller in March 1983, was elected Controller in
July 1983, a Vice President in April 1986, a First Vice President in April 1987,
a Senior Vice President in April 1989 and Executive Vice President in April
1991. Prior to joining W. P. Carey & Co., Mr. Fernandez was associated with
Coldwell Banker, Inc. in New York for two years and with Arthur Andersen & Co.
in New York for over three years. Mr. Fernandez, a Certified Public Accountant,
received a B.S. in Accounting from New York University in 1975 and an M.B.A. in
Finance from Columbia University Graduate School of Business in 1981.
-2-
<PAGE>
H. Augustus Carey, age 41, is a Senior Vice President and a Managing
Director at W. P. Carey & Co. He returned to W. P. Carey & Co. as a Vice
President in 1988 and was elected a First Vice President in April 1992. Mr.
Carey previously worked for W. P. Carey & Co. from 1979 to 1981 as Assistant to
the President. From 1984 to 1987, Mr. Carey served as a loan officer in the
North American Department of Kleinwort Benson Limited in London, England. He
received his A.B. in Asian Studies from Amherst College in 1979 and a M.Phil. in
Management Studies from Oxford University in 1984. He is the son of Francis J.
Carey and the nephew of William P. Carey.
Michael D. Roberts, age 46, elected Senior Vice President in April 1998,
joined W. P. Carey & Co. in April 1989 as a Second Vice President and Assistant
Controller and was named Vice President and Controller in October 1989, and
First Vice President in July 1990. From August 1980 to February 1983 and from
September 1983 to April 1989, he was employed by Coopers & Lybrand and held the
position of Audit Manager at the time of his departure. A Certified Public
Accountant, Mr. Roberts received his undergraduate degree from Brandeis
University and his M.B.A. from Northeastern University.
John J. Park, age 33, is a Managing Director and Treasurer of W. P. Carey &
Co. Mr. Park became a First Vice President of W. P. Carey & Co. in April 1993
and a Senior Vice President in October 1995. Mr. Park joined W. P. Carey as an
Investment Analyst in December 1987 and became a Vice President in July 1991.
Mr. Park received a B.S. in Chemistry from Massachusetts Institute of Technology
in 1986 and an M.B.A. in Finance from the Stern School of New York University in
1991.
Committees of the Board of Directors
The Board of Directors of the Company has a standing Audit Committee (the
"Audit Committee") which is chaired by Mr. Wintrub. The Audit Committee, which
held one meeting in 1997 attended by all members, reviews on behalf of the Board
of Directors the financial information provided to Shareholders, regulatory
authorities and governmental agencies for accuracy, reliability and
completeness. In addition, it reviews the Company's systems of internal control
and accounting policies for effectiveness in safeguarding the assets of the
Company. Members of this Audit Committee include Warren G.
Wintrub, William Ruder, and William P. Carey.
The Board of Directors of the Company does not have a standing nominating
or compensation committee.
Board Meetings and Directors' Attendance
There were five Board meetings held in 1997. No incumbent Director attended
less than 75% of the total number of Board and Audit Committee meetings held in
1997.
Compensation of Directors and Executive Officers
The Company has no employees. Day-to-day management functions are performed
by Carey Property Advisors, L.P. (the "Advisor"). Please see the section titled
"Certain Transactions" for a description of the contractual arrangement between
the Company and the Advisor.
During 1997, the Company paid no cash compensation to any of its executive
officers.
<PAGE>
During 1997, the Directors as a group received fees of $102,166.67. William
P. Carey and George Stoddard did not receive compensation for serving as
Directors.
Securities Ownership by Management
"Beneficial Ownership" as used herein has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission and is
not to be construed as a representation that any of such shares are in fact
beneficially owned by any person. As of the Record Date, there are no
Shareholders known to the Company who own beneficially 5% or more of the
outstanding Shares.
The following table sets forth the number of shares of the Company's common
stock beneficially owned by each of the Directors, by each of the executive
officers and by all Directors and executive officers of the Company as a group
as of the Record Date:
-3-
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Title of Name of Ownership of Percent
Class Beneficial Owner Common Stock of Class
----- ---------------- ------------ --------
<S> <C> <C> <C>
Common William P. Carey 2,121,770 (1) 12.3%
Common Charles C. Townsend 1,000 (2) *
Common Ralph G. Coburn 1,000 *
Common George E. Stoddard -- *
Common Warren C. Wintrub 1,071 *
Common Thomas E. Zacharias 1,000 *
Common Barclay G. Jones III 2,000 (3) *
Common Steven M. Berzin -- *
Common H. Augustus Carey 5,500 (4) *
Common Claude Fernandez 2,802 (5) *
Common John J. Park 1,000 *
Common Michael D. Roberts 1,760 *
Directors & Executive
Officers as a Group
(11 persons) 2,138,903 12.4%
</TABLE>
- -------------
(*) Less than 1% of class of shares.
(1) 20,000 of these shares are owned by the Advisor which is controlled by Mr.
Carey, 17,676 are owned by W. P. Carey Foundation and the remainder
represents warrants to purchase 2,084,094 shares at various prices that are
held by W. P. Carey & Co., Inc., a company controlled by Mr. Carey.
(2) Mr. Townsend owns these shares jointly with his wife. Mr. Townsend
disclaims beneficial ownership of such shares.
(3) 500 of these shares are held by Mrs. Jones and 1,500 shares are held by Mr.
Jones in custodial accounts for his children.
(4) Mr. Carey holds 3,500 of these shares in custodial accounts for his
children.
(5) 500 of these shares are held solely by Mrs. Fernandez, 530 are held jointly
with her and 530 are held by Mr. Fernandez in custodial accounts for his
children.
Board Compensation Committee Report on Executive Compensation
Securities and Exchange Commission Regulations require the disclosure of
the compensation policies applicable to executive officers in the form of a
report by the compensation committee of the Board of Directors (or a report of
the full Board of Directors in the absence of a compensation committee). As
noted above, the Company has no employees and pays no compensation. As a result,
the Board of Directors has not considered compensation policy for employees and
has not included a report with this proxy statement.
<PAGE>
Performance Graph
The graph below provides an indicator of cumulative shareholder returns for
the Company as compared with the S&P 500 Stock Index and a Peer Group(1).
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
Four Year Return Among
CIP, S&P 500 Index and Peer Group Index
1993 1994 1995 1996 1997
---------------------------------------------------
S&P 500 100.00 110.06 111.51 153.44 196.10 261.52
CIP 100.00 107.41 116.02 125.41 135.66 146.81
Peer 100.00 108.18 115.12 123.20 132.44 141.87
Peer w/o CPA:10 & CPA:12 100.00 110.91 119.03 128.64 140.01 151.27
-4-
<PAGE>
(1) The Peer Group Index included in the Performance Graph has been constructed
and calculated by the Company. The Peer Group is comprised of issuers whose
securities are publicly held but for which no active trading market exists.
The index has been constructed assuming a constant share price and the
annual reinvestment of dividends. The issuers included in the peer group and
the relative weighting of the issuers' returns in the total index
(calculated using total initial market capitalization) are as follows:
<TABLE>
<CAPTION>
WEIGHTING IN
PEER GROUP INDEX
ISSUER 1995 1996 1997
------ ---- ---- ----
<S> <C> <C> <C>
PW Independent Living Mortgage Fund, Inc. 15.04% 15.04% 15.04%
PW Independent Living Mortgage Fund, Inc. II 10.36% 10.36% 10.36%
T.Rowe Price Renaissance Fund, Ltd. 4.20% 4.20% 4.20%
CPA(R):10 14.40% 14.40% 14.40%
CPA(R):12 56.00% 56.00% 56.00%
</TABLE>
Certain Transactions
William P. Carey, the Company's Chief Executive Officer, is a member of the
Company's Board of Directors. During 1997, the Advisor, a Pennsylvania limited
partnership whose general partner is Carey Fiduciary Advisors, Inc. ("CFA") and
whose limited partners are William P. Carey and Francis J. Carey, was retained
by the Company to provide advisory services in connection with identifying and
analyzing prospective property investments as well as providing day-to-day
management services to the Company. All of the outstanding stock of CFA is owned
by William P. Carey. For the services it provides to the Company, the Advisor
earns an Asset Management Fee and a Performance Fee, each equal to one-twelfth
of .5% of the Average Invested Assets of the Company for the preceding month,
payable monthly. In addition, the payment of the Performance Fee is subordinated
to specified returns to Shareholders. During 1997, the Asset Management and
Performance Fees earned by the Advisor were $2,075,000 and $2,075,000
respectively. The Performance Fee will be paid at a future time if certain
performance criteria are satisfied.
The total purchase price of the properties acquired by the Company,
including all fees relating to such acquisitions, did not exceed the appraised
value of the properties.
PROPOSAL TO PAY FEES WITH STOCK
The Company has engaged the Advisor to provide advisory services in
connection with identifying and analyzing prospective investments as well as
providing day-to-day management services to the Company. If shareholders receive
a cumulative return of 8%, the Advisor receives an incentive fee of .5% of the
average invested assets of the Company as a partial payment for such services.
To date, the Advisor has earned $2,075,000 in performance fees which has been
reflected on the Company's balance sheet as a payable to an affiliate but has
not yet been paid. The Advisor also earns an annual management fee of .5% of the
average invested assets of the Company.
<PAGE>
The Independent Directors have determined that it would be in the best
interest of the Company and the shareholders to permit the Company to pay the
fees to the Advisor (including fees earned and not yet paid) in either cash or
common stock of the Company. The use of common stock to pay such fees would
reduce the cash required by the Company to pay expenses, thereby strengthening
the Company's balance sheet. The use of common stock would also increase the
equity ownership of the Advisor and align further the interests of the Advisor
and the shareholders of the Company.
The Independent Directors have approved an amendment to the Advisory
Agreement which would permit the Company to pay all or any portion of the fees
payable to the Advisor in the form of cash or common stock. This amendment would
permit the common stock used to pay such fees to be subject to such terms and
restrictions as may be agreed upon by the Advisor and the Audit Committee of the
Board of Directors.
The Advisory Agreement may be amended upon the approval of the Independent
Directors and the Advisor. The Independent Directors have elected to submit this
proposal to the Shareholders for their approval even though such approval is not
required.
The affirmative vote of holders of a majority of the Company's Common Stock
present at the meeting in person or by proxy is required for the adoption of the
proposal. If the proposal is not approved by the Shareholders, the Independent
Directors will not implement this amendment. Unless otherwise directed, proxies
will be voted "FOR" approval of this proposal.
-5-
<PAGE>
THE DIRECTORS RECOMMEND A VOTE FOR THE ABOVE PROPOSAL.
Shareholder Proposals
Any proposal which a Shareholder intends to present at the Company's 1999
Annual Meeting of Shareholders must be received by the Company no later than
December 15, 1998 in order to be included in the Company's Proxy Statement and
form of proxy relating to that meeting.
Independent Public Accountants
The Company from its inception has engaged the firm of Coopers & Lybrand as
its independent public accountants, and the Board of Directors has selected
Coopers & Lybrand as auditors of 1998.
A representative of Coopers & Lybrand will be available at the Annual
Meeting, will be given the opportunity to make any statement he desires to make
and will be available to respond to questions.
Other Matters
Management does not know of other matters which are likely to be brought
before the meeting. However, in the event that any other matters properly come
before the Annual Meeting, the persons named in the enclosed proxy are expected
to vote the Shares represented by such proxy on such matters in accordance with
their best judgment.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed proxy is to be borne by the Company.
In addition to the solicitation of proxies by the use of the mails, the
Company may utilize some of the officers and employees of the Advisor (who will
receive no compensation in addition to their regular salaries) to solicit
proxies personally and by telephone. The Company does not currently intend to
retain a solicitation firm to assist in the distribution of proxy statements and
the solicitation of proxies, but if sufficient proxies are not returned to the
Company it may retain an outside firm to assist in proxy solicitation for a fee
estimated not to exceed $7,500 plus out of pocket expenses. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the Proxy Statement to their principals and to request authority for
the execution of proxies, and will reimburse such persons for their expenses in
so doing.
By order of the Board of Directors
/s/William P. Carey
-------------------
William P. Carey
Chairman of the Board and
Chief Executive Officer
May 4, 1998
<PAGE>
REVOCABLE PROXY
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy for Annual Meeting of Shareholders
June 10, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of Carey Institutional Properties Incorporated
appoints H. Augustus Carey, John J. Park and Claude Fernandez, and each of them,
with full power of substitution, as proxy to vote all shares of the undersigned
in Carey Institutional Properties, Incorporated at the Annual Meeting of
Shareholders to be held on June 10, 1998 and at any adjournment thereof, with
like effect and as if the undersigned were personally present and voting, upon
the following matters:
1. Election of Directors for the One-Year Term Expiring in 1999
William P. Carey Warren G. Wintrub
Ralph G. Coburn Charles C. Townsend, Jr.
George E. Stoddard Thomas E. Zacharias
FOR ALL
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to allow the Company to use stock to pay fees to the Advisor.
3. Such other matters as may properly come before the meeting at the discretion
of the proxy holders.
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED. IF NO CHOICE IS SPECIFIED, THIS
PROXY WILL BE VOTED (1) FOR THE NOMINATED DIRECTORS, (2) FOR PROPOSAL 2 AND (3)
FOR OR AGAINST ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING AT THE
DISCRETION OF THE PROXY HOLDER.
SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
-- PLEASE VOTE --
YOUR VOTE IS IMPORTANT
Carey Institutional Properties
Incorporated
Needs Your
Proxy Vote
Before
June 5, 1998
Your vote is important and vital. If a quorum is not present in person or by
proxy at the Annual Meeting, the Company will have to continue to solicit votes
until a quorum is obtained. Your vote, then, could be critical in allowing the
Company to conduct the business at hand, so please return your proxy cards as
soon as possible. All shareholders will benefit from your cooperation.
Thank you.
50 Rockefeller Plaza, New York, NY 10020
