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
Carey Institutional Properties Incorporated
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(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-CIP LOGO]
[LETTERHEAD FOR Carey Institutional Properties Incorporated
Carey Property Advisors]
April 30, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 7, 1999
Dear CIP(R) Shareholder,
On Monday, June 7, 1999, Carey Institutional Properties Incorporated will
hold its 1999 annual meeting of shareholders at the executive offices of the
company, 50 Rockefeller Plaza, New York. The meeting will begin at 3:00 p.m.
We are holding this meeting:
o To elect six directors for the following year; and
o To transact such other business as may properly come before the meeting.
Only shareholders who owned stock at the close of business on March 31,
1999 are entitled to vote at the meeting.
CIP(R) mailed this Proxy Statement, proxy, and the its Annual Report to
shareholders on or about May 3, 1999.
By Order of the Board of Directors
/s/ Susan C. Hyde
-----------------
Susan C. Hyde
Secretary
YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE BUSINESS REPLY ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
An affiliate of W.P. Carey &Co., Inc., c/o ReSource/Phoenix, 2401 Kerner Blvd.,
San Rafael, CA 94901-5529 888-241-3737
W.P. CAREY
<PAGE>
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
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PROXY STATEMENT
April 30, 1999
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QUESTIONS & ANSWERS
Who is soliciting my proxy?
We, the directors of CIP(R), are sending you this Proxy statement and the
enclosed proxy.
Who is entitled to vote?
Shareholders of CIP(R)as of the close of business March 31, 1999 (the
Record Date) are entitled to vote at the annual meeting.
How do I vote?
You may vote your shares either by attending the annual meeting or by
proxy. To vote by proxy, sign and date the enclosed proxy and return it in the
enclosed envelope. If you return your proxy but fail to mark your voting
preference, your shares will be voted FOR each of the nominees. We suggest that
you return a proxy even if you plan to attend the meeting.
May I revoke my proxy?
Yes, you may revoke your proxy at any time before the meeting by voting in
person, notifying CIP(R)'s Secretary, or submitting a later-date proxy. The
mailing address of the company is 50 Rockefeller Plaza, New York, New York
10020. You should mail your notice of revocation of proxy to that address.
How many shares may vote?
At the close of business on the Record Date, March 31, 1999, CIP(R) had
21,577,085 shares outstanding and entitled to vote. Every shareholder is
entitled to one vote for each share held.
What is a "quorum"?
A "quorum" is the presence, either in person or represented by proxy, of a
majority of the shares entitled to vote at the meeting. There must be a quorum
for the meeting to be held. A nominee must receive the affirmative vote of a
majority of shares voted at the meeting to be elected to the board.
How will voting on shareholder proposals be conducted?
We do not know of other matters which are likely to be brought before the
meeting. However, in the event that any other matters properly come before the
annual meeting, your signed proxy gives authority to the persons named in the
enclosed proxy to vote your shares on those matters in accordance with their
best judgment.
<PAGE>
Who will pay the cost for this proxy solicitation and how much will it cost?
CIP(R) will pay the cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Meeting and the enclosed proxy. In addition to the
solicitation of proxies by mail, we may utilize some of the officers and
employees of Carey Property Advisors, L.P. (who will receive no compensation in
addition to their regular salaries) to solicit proxies personally and by
telephone. Currently, we do not intend to retain a solicitation firm to assist
in the solicitation of proxies, but if sufficient proxies are not returned to
us, we may retain an outside firm to assist in proxy solicitation for a fee
estimated not to exceed $7,500, plus out-of-pocket expenses. We may request
banks, brokers and other custodians, nominees and fiduciaries to forward copies
of the proxy statement to their principals and to request authority for the
execution of proxies, and will reimburse such persons for their expenses in so
doing.
1
<PAGE>
When are shareholder proposals for the 2000 annual meeting due?
Any proposal which a shareholder intends to present at CIP(R)'s 2000 annual
meeting of shareholders must be received by the company no later than December
15, 1999 in order to be included in the CIP(R)'s Proxy Statement and form of
proxy relating to that meeting.
CIP(R) will provide shareholders, without charge, a copy of the company's
Annual Report on Form 10K filed with the Securities and Exchange Commission for
the year ended December 31, 1998, 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, you and the other shareholders will elect six
directors, each to hold office until the next annual meeting of shareholders
except in the event of death, resignation or removal. If an nominee is
unavailable for election, proxies will be voted for another person nominated by
the board of directors. Currently, the board is unaware of any circumstances
which would result in a nominee being unavailable. All of the nominees are now
members of the board of directors.
NOMINEES FOR THE BOARD OF DIRECTORS
The nominees, their ages, the year of election of each of the board of
directors, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to CIP(R), are as follows:
WILLIAM P. CAREY
AGE: 68
DIRECTOR SINCE: 1993
Mr. 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. 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 serves on the boards of The Johns
Hopkins University its medical school and School of Advanced International
Studies, Templeton College of Oxford University, The James A. Baker III
Institute for Public Policy at Rice University and other educational and
philanthropic institutions. He founded the Visiting Committee to the Economics
Department of the University of Pennsylvania and co-founded with Dr. Lawrence R.
Klein the Economics Research Institute at that university. Mr. Carey also serves
as Chairman of the Board and Chief Executive Officer of CPA(R):10, CPA(R):12,
CPA(R):14 and as a director of Carey Diversified LLC. Mr. Carey is an uncle of
H. Augustus Carey.
<PAGE>
CHARLES C. TOWNSEND, JR.
AGE: 71
DIRECTOR SINCE: 1993
Mr. Townsend 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. Mr. Townsend is also
a director of CPA(R):14 and Carey Diversified LLC.
RALPH G. COBURN
AGE: 89
DIRECTOR SINCE: 1993
Mr. Coburn, Rear Admiral USNR (Ret.), is former President and Chief
Executive Officer of Hubbard Real Estate Investments (now HRE Properties), an
equity REIT sponsored by Merrill Lynch and listed on the New York Stock
Exchange. While with Hubbard Real Estate Investments, 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. At Merrill Lynch Hubbard's
predecessor corporation, Admiral Coburn had been engaged in a diversity of real
estate activity for more than 20 years. A graduate of Harvard College, Harvard
Law School and the Naval War College, Admiral Coburn previously served as
managing director
2
<PAGE>
of the National Association of Real Estate Investment Trusts, Washington, D.C.,
representing the multi-billion dollar REIT industry, and also serves as a
director of CPA(R):10 and CPA(R):12.
GEORGE E. STODDARD
AGE: 82
DIRECTOR SINCE: 1997
Mr. Stoddard was until 1979 officerincharge of the Direct Placement
Department of The Equitable Life Assurance Society of the United States
("Equitable"), with responsibility for all activities related to Equitable's
portfolio of corporate investments acquired through direct negotiation. Mr.
Stoddard was associated with Equitable for over 30 years. He holds an A.B.
degree from Brigham Young University, an M.B.A. from Harvard Business School and
an LL.B. from Fordham University Law School. Mr. Stoddard serves as a Managing
Director of W.P. Carey & Co., Inc. Mr. Stoddard also serves as a director of
CPA(R):10, CPA(R):12 and CPA(R):14.
WARREN G.WINTRUB
AGE: 65
DIRECTOR SINCE: 1997
Mr. Wintrub retired in 1992 from Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) after 35 years. Mr. Wintrub was elected a partner in
Coopers and Lybrand in 1963, specialized in tax matters and served on that
firm's Executive Committee from 1976 to 1988 and as Chairman of its Retirement
Committee from 1979 to 1992. Mr. Wintrub holds a B.S. 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 Realty Co. Mr. Wintrub is also
a director of CPA(R):10 and CPA(R):14.
THOMAS E. ZACHARIAS
AGE: 45
DIRECTOR SINCE: 1997
Mr. Zacharias is currently a Senior Vice President of Lend Lease
Development U.S., Inc., a subsidiary of Lend Lease Corporation. Lend Lease is a
global financial services, property, and investment management company that is
publicly traded in Australia. In the U.S., Lend Lease is the largest advisor of
pension fund capital in real estate with $25 billion under management. Mr.
Zacharias served as Vice President of Corporate Property Investors form 1986 to
1998. Corporate Property Investors, prior to its merger into Simon Property
Group, was the largest private equity REIT in the U.S. with approximately $5.8
billion under management. Prior to joining Corporate Property Investors in 1981,
Mr. Zacharias was Project Director for the New York State Urban Development
Corporation from 1980 to 1981, and served as the Assistant to the Chief
Operating Officer from 1979 to 1980. Mr. Zacharias received his undergraduate
degree from Princeton University in 1976 and a Master in Business Administration
from the Yale School of Management in 1979. He is also a director of CPA(R):12
and CPA(R):14.
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
H. AUGUSTUS CAREY
AGE: 41
Mr. Carey, President, is Senior Vice President and a Managing Director of
W.P. Carey & Co. He returned to W.P. Carey & Co. as a Vice President in August
1988, was elected a First Vice President in April 1992 and a Managing director
in 1997. He also serves as President of CPA(R):10, CPA(R):12, CPA(R):14 and
CIP(R). Mr. Carey previously worked for W.P. Carey & Co. from 1979 to 1981 as
Assistant to the President. From 1984 to 1987, Mr. Carey served as a loan
officer in the North American Department of Kleinwort Benson Limited in London,
England. He received his A.B. in Asian Studies from Amherst College in 1979 and
a M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is
Chairman of the Corporate Advisory Council for the International Association for
Investment Planners and a Trustee for the Oxford Management Center Advisory
Council. He is a nephew of William P. Carey.
3
<PAGE>
STEVEN M. BERZIN
AGE: 48
Mr. Berzin was elected Executive Vice President, Chief Financial Officer,
Chief Legal Officer and a Managing Director of W.P. Carey & Co., Inc. 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. He also serves as a director of Carey
Diversified LLC.
GORDON F. DUGAN
AGE: 32
Mr. DuGan was elected Executive Vice President and a Managing Director of
W.P. Carey & Co. in June 1997 and has served as its Head of Acquisitions since
October 1998. Mr. DuGan rejoined W.P. Carey & Co. as Deputy Head of Acquisitions
in February 1997. Mr. DuGan was until September 1995 a Senior Vice President in
the Acquisitions Department of W.P. Carey & Co. Mr. DuGan joined W.P. Carey &
Co. as Assistant to the Chairman in May 1988, after graduating from the Wharton
School at the University of Pennsylvania where he concentrated in Finance. From
October 1995 until February 1997, Mr. DuGan was Chief Financial Officer of
Superconducting Core Technologies, Inc., a Colorado-based wireless
communications equipment manufacturer. He also serves as a director of Carey
Diversified LLC.
CLAUDE FERNANDEZ
AGE: 46
Mr. Fernandez is a Managing Director, Executive Vice President and Chief
Administrative Officer of W.P. Carey & Co., Inc. Mr. Fernandez joined W.P. Carey
& Co., Inc. 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., Inc. 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.
EDWARD V. LAPUMA
AGE: 26
Mr. LaPuma is an Executive Vice President and Portfolio Manager for CIP(R)
and a First Vice President of W.P. Carey & Co., Inc. Mr. LaPuma joined W.P.
Carey & Co. as an Assistant to the Chairman in July 1995, became a Second Vice
President in July 1996, a Vice President in April 1997 and a First Vice
President in April 1998. A graduate of the University of Pennsylvania, Mr.
LaPuma received a B.A. in Global Economic Strategies from The College of Arts
and Sciences and a B.S. in Economics with a concentration in Finance from the
Wharton School.
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors of the company has a standing Audit Committee which
is chaired by Mr. Wintrub. The Audit Committee, which held two meetings in 1998
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.
4
<PAGE>
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were five board meetings held in 1998. No incumbent director attended
less than 75% of the total number of board and Audit Committee meetings held in
1998.
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 1998, CIP(R) paid no cash compensation to any of its executive
officers.
During 1998, the directors as a group received fees of $98,838. William P.
Carey and George E. Stoddard did not receive compensation for serving as
directors.
SECURITIES OWNERSHIP BY MANAGEMENT
"Beneficial Ownership" as used herein has been determined in accordance
with the rules and regulations of the Securities and Exchange Commission and is
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, the company knows of no
shareholder who owns beneficially 5% or more of CIP(R)'s outstanding shares.
The following table shows how many shares of CIP(R)'s common stock the
directors and executive officers owned as of March 31, 1999, the Record Date. No
director or executive officer beneficially owned more than 1% of the common
stock, and directors and executive officers as a group did not own more than 1%
of the common stock.
<TABLE>
<CAPTION>
Director and Officer Stock Ownership
Shares of Common Stock
Name Beneficially Owned
---- ------------------
<S> <C>
William P. Carey .............................................. 82,501 (1)
Charles C. Townsend, Jr. ...................................... 1,000
Ralph G. Coburn ............................................... 1,000
George Stoddard ............................................... 500
Warren C. Wintrub ............................................. 1,142
Thomas E. Zacharias ........................................... 1,000
H. Augustus Carey ............................................. 5,500 (2)
Claude Fernandez .............................................. 3,301
Directors & Executive Officers
as a Group (17 persons) ..................................... 100,204
</TABLE>
- ----------
(1) Includes 20,000 shares owned by the Advisor, 37,825 shares owned by W.P.
Carey & Co., and 24,676 shares owned by W.P. Carey Foundation, a charitable
foundation of which Mr. Carey is Chairman. The inclusion of these shares in
the table shown above is not to be construed as a representation that Mr.
Carey beneficially owns such shares.
(2) Mr. Carey holds 3,500 of these shares in a custodial account for his
children. Mr. Carey disclaims beneficial ownership of such shares.
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Securities and Exchange Commission Regulations require the disclosure of
the compensation policies applicable to executive officers in the form of a
report by the compensation committee of the board of directors (or a report of
the full board of directors in the absence of a compensation committee). As
noted above, the company has no employees and pays no compensation. As a result,
the board of directors has not considered compensation policy for employees and
has not included a report with this proxy statement.
5
<PAGE>
STOCK PERFORMANCE GRAPH
Comparison of Five - Year Cumulative Return. The graph below provides an
indicator of cumulative shareholder returns for CIP(R) as compared with the S&P
500 Stock Index and a Peer Group (1).
(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>
1994 1995 1996 1997 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PW Independent Living Mortgage Fund, Inc. 11.57% 5.38% 5.38% 5.38% 4.61%
PW Independent Living Mortgage Fund, Inc. II 7.97% 3.71% 3.71% 3.71% 3.18%
CPA(R):10 11.08% 5.15% 5.15% 5.15% 4.41%
CIP(R) 25.85% 12.03% 12.03% 12.03% 10.30%
CPA(R):12 43.54% 20.26% 20.26% 20.26% 17.35%
CNL American Properties 0.00% 53.46% 53.46% 53.46% 45.77%
CPA(R):14 0.00% 0.00% 0.00% 0.00% 9.81%
CNL Hospitality Properties 0.00% 0.00% 0.00% 0.00% 2.65%
Wells Real Estate Investment Trust 0.00% 0.00% 0.00% 0.00% 1.93%
</TABLE>
<PAGE>
CERTAIN TRANSACTIONS
William P. Carey, Chief Executive Officer, is a member of the company's
board of directors. During 1998, the Advisor, a Pennsylvania limited partnership
whose general partner is Carey Fiduciary Advisors, Inc., and whose limited
partners are William P. Carey and Francis J. Carey, was retained by 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. William P. Carey owns all of the outstanding stock of
Carey Fiduciary Advisors. For the services it provides to the company, the
Advisor earns an asset management fee and a performance fee, each equal to a
percentage of the average invested assets of the company for the preceding
month, payable monthly. The payment of the performance fee, however, is
subordinated to specified returns to shareholders. During 1998, the asset
management and performance fees earned by the Advisor were $2,163,157 and
$2,163,157 respectively. The performance fee will be paid at a future time if
certain performance criteria are satisfied. During 1998, the Advisor and W.P.
Carey & Co., Inc. earned acquisition fees totaling $589,878 in return for
performing services related to the company's real estate purchases. William P.
Carey also owns all the outstanding stock of W.P. Carey & Co., Inc.
INDEPENDENT PUBLIC ACCOUNTANTS
From our inception, we have engaged the firm of PricewaterhouseCoopers LLP
(formally Coopers & Lybrand L.L.P.) as our independent public accountants, and
the board of directors has selected PricewaterhouseCoopers LLP as auditors for
1999.
A representative of PricewaterhouseCoopers LLP will be available at the
annual meeting to make a statement and respond to questions.
6
<PAGE>
REVOCABLE PROXY
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy for Annual Meeting of Shareholders
June 7, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of Carey Institutional Properties Incorporated
appoints H. Augustus Carey and Claude Fernandez, and each of them, with full
power of substitution, as proxy to vote all shares of the undersigned in Carey
Institutional Properties Incorporated at the Annual Meeting of shareholders to
be held on June 7, 1999 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 2000:
For All
[ ] For [ ] Withhold [ ] Except
William P. Carey George E. Stoddard
Charles C. Townsend, Jr. Warren G. Wintrub
Ralph G. Coburm Thomas E. Zacharias
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. Such other matters as may properly come before the meeting at the discretion
of the proxy holders.
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED. IF NO CHOICE IS SPECIFIED, THIS
PROXY WILL BE VOTED (1) FOR THE NOMINATED DIRECTORS, AND (2) FOR OR AGAINST ANY
OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING AT THE DISCRETION OF THE
PROXY HOLDER.
SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
Please be sure to sign and date
this Proxy in the box below.
________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
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
