<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended JUNE 30, 2000
of
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
CIP(R)
A MARYLAND Corporation
IRS Employer Identification No. 13-3602400
SEC File Number 0-20016
50 ROCKEFELLER PLAZA,
NEW YORK, NEW YORK 10020
(212) 492-1100
CIP(R) has SHARES OF COMMON STOCK registered pursuant to Section
12(g) of the Act.
CIP(R) is not registered on any exchanges.
CIP(R) does not have any Securities registered pursuant to Section
12(b) of the Act.
CIP(R) is unaware of any delinquent filers pursuant to Item 405 of
Regulation S-K.
CIP(R) (1) has filed all reports required by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months
(or for 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.
CIP(R) has no active market for common stock at August 8, 2000.
21,844,318 shares of common stock, $.001 par value outstanding at
August 8, 2000.
<PAGE> 2
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I
------
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, as of December 31, 1999
and June 30, 2000 2
Condensed Consolidated Statements of Income for the three and
six months ended June 30, 1999 and 2000 3
Condensed Consolidated Statements of Comprehensive Income
for the three and six months ended June 30, 1999 and 2000 4
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1999 and 2000 5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-10
PART II - Other Information
-------
Item 3. - Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. - Submission of Matters to a Vote of Security Holders 11
Item 6. - Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
* The summarized financial information contained herein is unaudited; however,
in the opinion of management, all adjustments necessary for a fair presentation
of such financial information have been included.
-1-
<PAGE> 3
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
PART I
Item 1. - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1999 June 30, 2000
------------------ -----------------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Land and buildings,
net of accumulated depreciation of
$19,521,518 at December 31, 1999 and
$22,145,693 at June 30, 2000 $222,300,958 $226,026,550
Net investment in direct financing leases 102,999,373 103,218,382
Equity investments 38,895,662 39,305,207
Cash and cash equivalents 14,100,580 11,696,016
Other assets 3,414,212 2,717,039
---------------- -----------------
Total assets $381,710,785 $382,963,194
================ =================
LIABILITIES:
Limited recourse mortgage notes payable $166,640,359 $168,276,765
Accrued interest payable 642,793 1,239,674
Accounts payable and accrued expenses 825,489 1,073,890
Accounts payable to affiliates 1,394,734 1,434,210
Dividends payable 4,540,035 4,545,864
Prepaid rental income and security deposits 1,600,779 1,688,255
---------------- -----------------
Total liabilities 175,644,189 178,258,658
---------------- -----------------
Minority interest 5,500,939 5,535,966
---------------- -----------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value;
authorized, 40,000,000 shares; issued and
outstanding, 22,215,675 shares at
December 31, 1999 and 22,404,075 shares at
June 30, 2000 22,216 22,404
Additional paid-in capital 220,747,880 223,215,416
Dividends in excess of accumulated earnings (16,728,182) (17,912,102)
Accumulated other comprehensive income (loss)
23,757 (178,133)
---------------- -----------------
204,065,671 205,147,585
Less, common stock in treasury, at cost,
351,308 shares at December 31, 1999 and
559,757 shares at June 30, 2000 (3,500,014) (5,979,015)
---------------- -----------------
Total shareholders' equity 200,565,657 199,168,570
---------------- -----------------
Total liabilities and
shareholders' equity $381,710,785 $382,963,194
================ =================
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note: The condensed consolidated balance sheet at December 31, 1999 has
been derived from the audited financial statements at that date.
-2-
<PAGE> 4
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
--------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenues:
Rental income $6,453,594 $6,852,480 $12,874,464 $13,920,421
Interest income from direct
financing leases 2,774,101 3,199,124 5,548,863 6,152,358
Other interest and
miscellaneous income 176,363 170,046 534,368 275,031
--------------- -------------- --------------- ----------------
9,404,058 10,221,650 18,957,695 20,347,810
--------------- -------------- --------------- ----------------
Expenses:
Interest 3,399,631 3,596,849 6,766,583 7,203,715
Depreciation and amortization
1,214,826 1,391,845 2,358,752 2,727,394
General and administrative 829,462 805,812 1,515,075 1,486,427
Property expenses 1,695,235 1,654,696 3,354,706 3,243,052
Writedown to fair value 130,836 - 466,675 -
--------------- -------------- --------------- ----------------
7,269,990 7,449,202 14,461,791 14,660,588
--------------- -------------- --------------- ----------------
Income before minority
interest, income from
equity investments, and
gain on sale 2,134,068 2,772,448 4,495,904 5,687,222
Minority interest in income (206,712) (201,436) (412,541) (409,769)
--------------- -------------- --------------- ----------------
Income before income
from equity
investments
and gain on sale 1,927,356 2,571,012 4,083,363 5,277,453
Income from equity investments
1,087,887 1,117,429 2,323,667 2,593,566
--------------- -------------- --------------- ----------------
Income before gain on sale
3,015,243 3,688,441 6,407,030 7,871,019
Gain on sale of real estate
- - - 24,269
--------------- -------------- --------------- ----------------
Net income $3,015,243 $3,688,441 $ 6,407,030 $ 7,895,288
=============== ============== =============== ================
Basic earnings per share $.14 $.17 $.30 $.36
======== ======== ======== ========
Diluted earnings per share $.14 $.17 $.29 $.36
======== ======== ======== ========
Weighted average common
shares
outstanding-basic 21,665,604 21,858,153 21,554,583 21,885,282
=============== ============== =============== ================
Weighted average common
shares outstanding-diluted
22,052,972 22,194,064 21,901,146 22,221,193
=============== ============== =============== ================
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
<PAGE> 5
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
-------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Net income $3,015,243 $3,688,441 $6,407,030 $7,895,288
Other comprehensive income:
Change in unrealized gains
and losses on marketable
securities during the period (205,647) - (429,965) -
Change in foreign
currency translation adjustment
- (77,404) - (201,890)
-------------- -------------- ------------- ---------------
Comprehensive income $2,809,596 $3,611,037 $5,977,065 $7,693,398
============== ============== ============= ===============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-4-
<PAGE> 6
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 2000
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,407,030 $ 7,895,288
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,358,752 2,727,394
Income from equity investments in excess of dividends
and distributions received (330,811) (409,544)
Minority interest in income 412,541 409,769
Straight-line rent adjustments and other
noncash rent adjustments 23,564 (39,928)
Provision for uncollected rent 388,175 50,697
Gain on sale of real estate - (24,269)
Writedown to fair value 466,675 -
Issuance of shares in satisfaction of
performance fees 630,168 1,352,484
Net change in operating assets and liabilities 1,129,754 1,426,259
----------------- ----------------
Net cash provided by operating activities 11,485,848 13,388,150
----------------- ----------------
Cash flows from investing activities:
Proceeds from sale of real estate - 24,269
Acquisition of real estate and equity
investments and
additional capitalized costs (29,104,790) (7,049,967)
----------------- ----------------
Net cash used in investing activities (29,104,790) (7,025,698)
----------------- ----------------
Cash flows from financing activities:
Purchase of treasury stock (340,800) (2,479,001)
Prepayment of mortgage payable (5,413,727) -
Proceeds from mortgages 13,200,000 4,100,720
Proceeds from stock issuance, net of costs 2,028,824 1,115,240
Payments of mortgage principal (2,052,931) (2,055,854)
Distributions paid to minority interests (281,818) (374,742)
Deferred financing costs (432,101) -
Dividends paid (8,684,303) (9,073,379)
----------------- ----------------
Net cash used in financing activities (1,976,856) (8,767,016)
----------------- ----------------
Net decrease in cash and cash equivalents (19,595,798) (2,404,564)
Cash and cash equivalents, beginning of period 36,787,777 14,100,580
----------------- ----------------
Cash and cash equivalents, end of period $17,191,979 $11,696,016
================= ================
Noncash operating and financing activities:
Issuance of common stock to Advisor in
satisfaction of prior periods' performance
fees $ 9,833,129
=================
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-5-
<PAGE> 7
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. All significant intercompany balances
and transactions have been eliminated. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the results of the interim periods presented have been
included. The results of operations for the interim periods are not necessarily
indicative of results for the full year. For further information refer to the
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Note 2. Earnings Per Share:
Basic and diluted earnings per common share for the Company for the three-month
and six-month periods ended June 30, 1999 and 2000 were calculated as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1999 June 30, 2000
---------------- --------------
<S> <C> <C>
Net income $ 3,015,243 $ 3,688,441
================ ==============
Weighted average shares - basic 21,665,604 21,858,153
Effect of dilutive securities:
Stock warrants 387,368 335,911
---------------- --------------
Weighted average shares - diluted 22,052,972 22,194,064
================ ==============
Basic earnings per share $ .14 $ .17
========= ========
Diluted earnings per share $ .14 $ .17
========= ========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1999 June 30, 2000
---------------- --------------
<S> <C> <C>
Net income $ 6,407,030 $ 7,895,288
================ ==============
Weighted average shares - basic 21,554,583 21,885,282
Effect of dilutive securities:
Stock warrants 346,563 335,911
---------------- --------------
Weighted average shares - diluted 21,901,146 22,221,193
================ ==============
Basic earnings per share $ .30 $ .36
========= ========
Diluted earnings per share $ .29 $ .36
========= ========
</TABLE>
Note 3. Transactions with Related Parties:
The Company incurred asset management fees of $652,293 and $681,912,
respectively, for the three-month periods ended June 30, 1999 and 2000 and
$1,282,462 and $1,363,825 for the six month periods ended June 30, 1999 and
2000, respectively, with performance fees in like amounts. General and
administrative expense reimbursements were $253,368 and $299,381 for the three
months ended June 30, 1999, and 2000, respectively, and $483,708 and $559,309
for the six months ended June 30, 1999 and 2000, respectively. Effective
commencing June 29, 2000, W.P. Carey & Co. LLC ("WPC"), an affiliate of the
Company, acquired the business operations of the Advisor, Carey Property
Advisors, pursuant to a merger. In connection with the merger, Carey Asset
Management Corp., a wholly-owned subsidiary of WPC, became the Advisor of the
Company. All officers of Carey Property Advisors serve in the same capacity for
the new advisor.
-6-
<PAGE> 8
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 4. Lease Revenues:
The Company's operations consist of the direct and indirect investment in and
the leasing of industrial and commercial real estate. The financial reporting
sources of the lease revenues are as follows:
<TABLE>
<CAPTION>
1999 2000
---- ----
<S> <C> <C>
Per Statements of Income:
Rental income from operating leases $12,874,464 $13,920,421
Interest from direct financing leases 5,548,863 6,152,358
Adjustments:
Share of leasing revenue applicable
to minority interest (890,795) (886,468)
Share of leasing revenue from equity
investments 5,536,590 5,949,461
--------------- ----------------
$23,069,122 $25,135,772
=============== ================
</TABLE>
For the six-month periods ended June 30, 1999 and 2000, the Company earned its
proportionate net lease revenues from its investments as follows:
<TABLE>
<CAPTION>
1999 % 2000 %
--------------- ------- -------------- -------
<S> <C> <C> <C> <C>
Marriott International, Inc. (a) $ 2,368,022 10% $ 2,376,437 9%
Omnicom Group, Inc. 2,132,689 9 2,132,689 8
Advanced Micro Devices, Inc. (a) 1,524,250 7 1,524,250 6
Best Buy Co., Inc. (b) 1,516,760 7 1,509,393 6
Centrobe, Inc. 1,179,464 5 1,179,464 5
Big V Holding Corp. 878,869 4 1,024,362 4
Lucent Technologies, Inc. 926,414 4 926,414 4
Garden Ridge, Inc. 718,905 3 748,108 3
Sicor, Inc. (a) 654,500 3 736,503 3
Merit Medical Systems, Inc. 651,646 3 719,193 3
Barnes & Noble, Inc. 697,574 3 704,968 3
Michigan Mutual Insurance Company 681,409 3 681,438 3
Q Clubs, Inc. 647,534 3 671,686 3
The Upper Deck Company (a) 659,938 3 659,938 3
Wal-Mart Stores, Inc. 690,789 3 659,822 3
Compucom Systems, Inc. (a) 329,880 1 652,333 2
Del Monte Corporation 643,125 3 643,125 2
Lincoln Technical Institute of
Arizona, Inc. 603,476 3 609,948 2
Plexus Corp. 592,205 2 592,205 2
Waban, Inc./BJ's Warehouse Club 559,178 2 559,178 2
Bell Sports Corp. 544,033 2 554,171 2
Detroit Diesel Corporation 422,500 2 434,120 2
Gloystarne & Co. - - 428,734 2
Custom Food Products, Inc. 433,409 2 413,688 2
Humco Holdings Corp. 333,969 1 412,549 2
PSC Scanning, Inc. 113,267 1 410,006 2
Nicholson Warehouse, L.P. 402,595 2 402,617 1
Other 2,162,722 9 2,768,433 11
--------------- ------- -------------- -------
$23,069,122 100% $25,135,772 100%
=============== ======= ============== =======
</TABLE>
(a) Represents the Company's proportionate share of lease revenues from its
equity investments.
(b) Net of amounts applicable to minority interests owned by Corporate
Property Associates 12 Incorporated ("CPA(R):12").
-7-
<PAGE> 9
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 5. Equity Investments:
The Company holds interests in five investments in which its ownership interest
is 50% or less. All of the underlying investments are entities that were formed
solely for the purpose of entering into a long-term net lease with a single
tenant. As of June 30, 2000, the Company owns (i) an approximate 23.7% interest
in a real estate investment trust that net leases 13 Courtyard by Marriott
hotels to a wholly-owned subsidiary of Marriott International, Inc., (ii) 50%
interests in general partnerships that net lease properties to Sicor, Inc. and
the Upper Deck Company and (iii) 33.33% interests in entities that net lease
property to Advanced Micro Devices, Inc. and Compucom Systems, Inc.
("Compucom"). The interest in the Compucom property was purchased on March 31,
1999. Summarized combined financial information of the Company's equity
investees is as follows:
<TABLE>
<CAPTION>
December 31, 1999 June 30, 2000
----------------- ----------------
<S> <C> <C>
Assets (primarily real estate) $323,347 $322,687
Liabilities (primarily mortgage notes
payable) 211,058 208,960
Shareholders' and members' equity 112,289 113,727
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1999 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues (primarily rental income and
interest from
direct financing leases) $ 18,198 $ 19,365
Expenses (primarily interest on mortgage
and depreciation) (10,279) (10,654)
----------------- ----------------
Net income $ 7,919 $ 8,711
================= ================
</TABLE>
-8-
<PAGE> 10
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with CIP(R)'s
condensed consolidated financial statements and notes thereto as of June 30,
2000 included in this quarterly report and CIP(R)'s Annual Report on Form 10-K
for the year ended December 31, 1999. This quarterly report contains forward
looking statements. Such statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance,
or achievement of CIP(R) to be materially different from the results of
operations or plan expressed or implied by such forward looking statements.
Accordingly, such information should not be regarded as representations by
CIP(R) that the results or conditions described in such statements or the
objectives and plans of CIP(R) will be achieved.
RESULTS OF OPERATIONS:
Net income for the three-month and six-month periods ended June 30, 2000
increased by $673,000 and $1,488,000, respectively, as compared with the
three-month and six-month periods ended June 30, 1999. Excluding the effects of
noncash asset writedowns in 1999 and a gain on the sale of a property in 2000,
income for the three-month and six-month periods would have increased $542,000
and $997,000, respectively.
The increase in income was primarily due to increases in lease revenues
(rental income and interest from direct financing leases) and an increase in
income from equity investments. The effects of these increases were partially
offset by increases in depreciation and amortization and interest expense. In
addition, other interest income for the comparable six-month periods decreased.
The increase in lease revenues was due to the purchase of properties in 1999,
which are leased to Humco Holdings, Inc., PSC Scanning, Inc., Gloystarne & Co.
and Bolder Technologies, Inc., and to the purchase of a property in the first
quarter of 2000 leased to ISA International plc. Annual rent from these new
leases amounts to $3,504,000. CIP(R) also benefited from rent increases on
several of its existing leases. The increase in income from equity income was
primarily due to increasing earnings from CIP(R)'s investment in properties
leased to Marcourt Investments, Inc. The increase in depreciation and
amortization is directly attributable to the acquisition of the new properties
in 1999. The increase in interest expense was due to interest incurred on
mortgage debt placed on the PSC Scanning and Gloystarne properties during 1999
and the ISA International property during the first quarter of 2000. Higher
rents from Big V Holding Corp. resulted from an expansion of the Warwick, New
York property that was completed in the first quarter of 2000. The decrease in
other interest income reflects the decrease in cash balances as the portfolio
became further invested in real estate.
FINANCIAL CONDITION:
Cash flow from operations of $13,388,000 was sufficient to fund dividends
to shareholders of $9,073,000, pay scheduled mortgage principal payment
installments of $2,056,000, and distribute $375,000 to the minority interest
owner of the Best Buy Co., Inc. properties. Operating cash flow was enhanced by
the Advisor's election to receive $1,352,000 in performance fees in stock,
rather than in cash.
CIP(R) investing activities consisted of using $7,050,000 to purchase the
property leased to ISA International and to complete the funding of an addition
to the Warwick, New York property. With the purchase of the ISA International
property, CIP(R) has completed its second acquisition in the United Kingdom and
anticipates that it will complete additional acquisitions there during 2000.
CIP(R) also sold a vacant property in Clarksville, Mississippi for $24,000.
CIP(R)'s investment in the property was written off in 1999.
-9-
<PAGE> 11
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-
continued
In addition to paying scheduled mortgage debt service, dividends to
shareholders, and a distribution to a minority interest, CIP(R) financing
activities included obtaining a limited recourse loan of $4,100,000 in
connection with the purchase of the ISA International property, issuing stock of
$1,115,000 under the dividend reinvestment plan, primarily to institutional
investors, and purchasing treasury stock of $2,479,000. The treasury stock
purchases included redemption payments of approximately $2,000,000 to an
institutional investor who is seeking to reduce its investment. Pursuant to a
policy adopted by CIP(R), redemptions will be funded only from new capital
raised or dividends reinvested by the investor class of the investor seeking the
redemption (i.e. institutional or individual shareholders).
A limited recourse loan collateralized by six properties leased to
Wal-Mart Corporation that matured in 1999 has not been paid off. CIP(R) and the
lender have recommenced discussions in an attempt to restructure the loan and
extend its maturity. CIP(R) continues to pay its monthly debt service on the
loan, which had an outstanding balance of approximately $6,701,000 as of June
30, 2000. There is no assurance that the loan will be restructured; however, if
necessary, CIP(R) has sufficient resources to pay off the loan. In the event the
lender does not agree to a restructuring, CIP(R) will evaluate several options
before deciding whether paying off an outstanding loan with a balloon payment is
appropriate. Because the loan is limited recourse, the lender has recourse only
to properties collateralizing the debt and not to any other of CIP(R)'s assets.
Other balloon payments on limited recourse mortgage loans of approximately
$7,750,000 are due in 2000. CIP(R) expects the other maturing loans to be
refinanced.
-10-
<PAGE> 12
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
PART II
Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(in thousands)
Approximately $138,229 of CIP(R)'s long-term debt bears interest at fixed
rates, and therefore the fair value of these instruments is affected by changes
in the market interest rates. The following table presents principal cash flows
based upon expected maturity dates of the debt obligations and the related
weighted-average interest rates by expected maturity dates for the fixed rate
debt. The interest rate on the variable rate debt as of June 30, 2000 ranged
from LIBOR plus 1.625% to lender's prime rate plus 1.5%. There has been no
material change since December 31, 1999.
<TABLE>
<CAPTION>
Fair
2000 2001 2002 2003 2004 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate debt $8,205 $3,282 $3,623 $11,101 $12,145 $99,873 $138,229 $141,724
Weighted average
interest rate 9.30% 8.80% 8.78% 8.92% 9.53% 8.21%
Variable rate debt $8,662 $5,174 $13,138 $158 $2,915 - $30,048 $30,048
</TABLE>
As of June 30, 2000, the Company had no other material exposure to
market risk.
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual Shareholders meeting was held on June 15, 2000, at which time a
vote was taken to elect the Company's directors through the solicitation of
proxies. The following directors were elected for a one-year term:
<TABLE>
<CAPTION>
Total Shares Shares
Name Of Director Shares Voting Voting Yes Voting No
---------------- ------------- ---------- ---------
<S> <C> <C> <C>
William P. Carey 13,042,705 12,919,363 123,342
Ralph G. Coburn 13,042,705 12,919,363 123,342
George E. Stoddard 13,042,705 12,919,363 123,342
Charles C. Townsend, Jr. 13,042,705 12,919,363 123,342
Warren G. Wintrub 13,042,705 12,919,363 123,342
Thomas E. Zacharias 13,042,705 12,919,363 123,342
</TABLE>
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
During the quarter ended June 30, 2000, the Company was not required
to file any reports on Form 8-K.
-11-
<PAGE> 13
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAREY INSTITUTIONAL PROPERTIES INCORPORATED
AND SUBSIDIARIES
<TABLE>
<S> <C>
8/8/00 By: /s/ John J. Park
----------- ---------------------------
Date John J. Park
Executive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
8/8/00 By: /s/ Claude Fernandez
------------ ---------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
</TABLE>
-12-
