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 12 Incorporated
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(Name of Registrant as Specified in its Charter)
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[LETTERHEAD FOR Corporate Property Associates 12 Incorporated
Carey Property Advisors]
April 25, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, JUNE 15, 2000
Dear CPA(R):12 Shareholder,
On Thursday, June 15, 2000, Corporate Property Associates 12 Incorporated
will hold its 2000 annual meeting of shareholders at CPA(R):12's executive
offices, 50 Rockefeller Plaza, New York. The meeting will begin at 2:00 p.m. We
are holding this meeting:
o To elect five directors for the following year;
o To approve a proposal to amend the By-laws to allow CPA(R):12 to send
shareholders electronic notice of meetings; and o To transact such
other business as may properly come before the meeting.
Only shareholders who owned stock at the close of business on March 31,
2000 are entitled to vote at the meeting.
CPA(R):12 mailed this Proxy Statement, proxy, and its Annual Report to
shareholders on or about May 1, 2000.
By Order of the Board of Directors
/s/Susan C. Hyde
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Susan C. Hyde
Secretary
It is important that your shares be represented and voted at the meeting,
whether or not you attend the meeting. You can vote your shares by marking your
votes on the enclosed proxy, signing and dating it and mailing it in the
business reply envelope provided. If you attend the meeting, you may withdraw
your proxy and vote in person.
W.P. Carey & Co., Inc., 50 Rockefeller Plaza, New York, NY 10020 212-402-1100
Fax 212-977-3022 W.P. CAREY
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CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
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PROXY STATEMENT
APRIL 25, 2000
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QUESTIONS & ANSWERS
Who is soliciting my proxy?
We, the directors of CPA(R):12, are sending you this Proxy Statement and
the enclosed proxy. Who is entitled to vote? Shareholders of CPA(R):12 as of the
close of business March 31, 2000 (the record date) are entitled to vote at the
annual meeting.
How many shares may vote?
At the close of business on the Record Date, March 31, 2000, CPA(R):12 had
28,984,278 shares outstanding and entitled to vote. Every shareholder is
entitled to one vote for each share held.
How do I vote?
You may vote your shares either by attending the annual meeting or by
proxy. To vote by proxy, sign and date the enclosed proxy and return it in the
enclosed envelope. If you return your proxy but fail to mark your voting
preference, your shares will be voted FOR each of the nominees. We suggest that
you return a proxy even if you plan to attend the meeting.
May I revoke my proxy?
Yes, you may revoke your proxy at any time before the meeting by voting in
person, notifying CPA(R):12's secretary, or submitting a later-date proxy. The
mailing address of CPA(R):12 is 50 Rockefeller Plaza, New York, New York 10020.
You should mail your notice of revocation of proxy to that address.
What is a "quorum"?
A "quorum" is the presence, either in person or represented by proxy, of a
majority of the shares entitled to vote at the meeting. There must be a quorum
for the meeting to be held. A nominee must receive the affirmative vote of a
majority of the votes cast at the meeting to be elected to the Board.
How will voting on shareholder proposals be conducted?
We do not know of other matters which are likely to be brought before the
meeting. However, in the event that any other matters properly come before the
annual meeting, your signed proxy gives authority to the persons named in the
proxy to vote your shares on those matters in accordance with their best
judgment.
Who will pay the cost for this proxy solicitation and how much will it cost?
CPA(R):12 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
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employees of Carey Property Advisors, L.P. (who will receive no compensation in
addition to their regular salaries) to solicit proxies personally and by
telephone. Currently, we do not intend to retain a solicitation firm to assist
in the solicitation of proxies, but if sufficient proxies are not returned to
us, we may retain an outside firm to assist in proxy solicitation for a fee
estimated not to exceed $7,500, plus out-of-pocket expenses. We may request
banks, brokers and other custodians, nominees and fiduciaries to forward copies
of the proxy statement to their principals and to request authority for the
execution of proxies, and will reimburse such persons for their expenses in so
doing.
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When are shareholder proposals for the 2001 annual meeting due?
We must receive any proposal which a shareholder intends to present at
CPA(R):12's 2001 annual meeting no later than December 15, 2000 in order to be
included in the CPA(R):12's Proxy Statement and form of proxy relating to that
meeting. We will provide shareholders, without charge, a copy of CPA(R):12's
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1999, including the financial statements and
schedules attached thereto, upon written request to Ms. Susan C. Hyde, Director
of Investor Relations at CPA(R):12, 50 Rockefeller Plaza, New York, New York
10020.
ELECTION OF DIRECTORS
At the annual meeting, you and the other shareholders will elect five
directors, each to hold office until the next annual meeting of shareholders
except in the event of death, resignation or removal. If an nominee is
unavailable for election, proxies will be voted for another person nominated by
the board of directors. Currently, the board is unaware of any circumstances
which would result in a nominee being unavailable. All of the nominees are now
members of the board of directors.
NOMINEES FOR THE BOARD OF DIRECTORS
The nominees, their ages, the year of election of each of the board of
directors, their principal occupations during the past five years or more, and
directorships of each in public companies in addition to CPA(R):12, are as
follows:
WILLIAM P. CAREY
AGE: 69
DIRECTOR SINCE: 1993
Mr. Carey, Chairman and Chief Executive Officer of W. P. Carey & Co. since
1973, has been active in lease financing since 1959 and a specialist in net
leasing of corporate real estate property since 1964. Before founding W. P.
Carey & Co., Inc. in 1973, he served as Chairman of the Executive Committee of
Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real Estate
and Equipment Financing at Loeb, Rhoades & Co. (now Lehman Brothers), and head
of Real Estate and Private Placements, Director of Corporate Finance and Vice
Chairman of the Investment Banking Board of duPont Glore Forgan Inc. A graduate
of the University of Pennsylvania's Wharton School, Mr. Carey also received a
Sc. D. honoris causa from Arizona State University and is a Trustee of The Johns
Hopkins University and other educational and philanthropic institutions. He has
served for many years on the Visiting Committee to the Economics Department of
the University of Pennsylvania and co-founded with Dr. Lawrence R. Klein the
Economics Research Institute at that University. In the fall of 1999, Mr. Carey
was Executive-in-Residence at Harvard Business School. He also serves as
Chairman of the Board and Chief Executive Officer of CPA(R):10, CIP(R)and
CPA(R):14 and as a director of Carey Diversified LLC. Mr. Carey is an uncle of
H. Augustus Carey.
RALPH G. COBURN
AGE: 90
DIRECTOR SINCE: 1993
Mr. Coburn, Rear Admiral USNR (Ret.), is former President and Chief Executive
Officer of Hubbard Real Estate Investments (now Urstadt Biddle Properties), an
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equity REIT sponsored by Merrill Lynch and listed on the New York Stock
Exchange. He was also Senior Vice President and a director of Merrill Lynch
Hubbard, Inc. specializing in real estate and corporate finance. At Merrill
Lynch Hubbard's predecessor corporation, Admiral Coburn had been engaged in a
diversity of real estate activity for more than 20 years. A graduate of Harvard
College, Harvard Law School and the Naval War College, Admiral Coburn previously
served as managing director of the National Association of Real Estate
Investment Trusts, Washington, DC, representing the multi-billion dollar REIT
industry, and also serves as a director of CPA(R):10 and CIP(R).
WILLIAM RUDER
AGE: 78
DIRECTOR SINCE: 1997
Mr. Ruder, is Chairman of the Board of William Ruder Incorporated, a
consulting firm founded in 1981. From 1948 to 1981, Mr. Ruder was in partnership
with David Finn at the firm of Ruder & Finn, an international public relations
company.
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He is a former Assistant Secretary of Commerce of the United States and has
served on the boards of directors of the United Nations Association of the
United States of America, and Junior Achievement and on the Council on Economic
Priorities and is a Trustee of the Committee for Economic Development. He is a
member of the Board of Overseers of the Wharton School of the University of
Pennsylvania and has also served as a consultant to the Communications Advisory
Board to the White House Press Secretary, the Committee for Economic Development
and the Office of Overseas Schools for the U.S. State Department. Mr. Ruder is a
Tobe Lecturer at Harvard Graduate School of Business and is associated with
several other business, civic and cultural organizations. He received a B.S.S.
degree from the City College of New York. Mr. Ruder served as a director of W.P.
Carey & Co., Inc. from 1987 to 1990. He also is a director of CPA(R):10 and
CPA(R):14.
GEORGE E. STODDARD
AGE: 83
DIRECTOR SINCE: 1997
Mr. Stoddard was until 1979 officer-in-charge of the Direct Placement
Department of The Equitable Life Assurance Society of the United States
("Equitable"), with responsibility for all activities related to Equitable's
portfolio of corporate investments acquired through direct negotiation. Mr.
Stoddard was associated with Equitable for over 30 years. He holds an A.B.
degree from Brigham Young University, an M.B.A. from Harvard Business School and
an LL.B. from Fordham University Law School. Mr. Stoddard serves as a Managing
Director of W.P. Carey & Co., Inc. Mr. Stoddard also serves as a director of
CPA(R):10, CIP(R)and CPA(R):14.
THOMAS E. ZACHARIAS
AGE: 46
DIRECTOR SINCE: 1997
Mr. Zacharias is currently a Principal at 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 $30.5 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 an officer at the New York State Urban Development Corporation from 1979 to
1981. 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 CIP(R)and CPA(R):14.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
H. AUGUSTUS CAREY
Age: 42
Mr. Carey, President, is Senior Vice President and a Managing Director of
W.P. Carey & Co. He returned to W.P. Carey & Co. as a Vice President in August
1988, was elected a First Vice President in April 1992 and a Managing Director
in 1997. He also serves as President of CPA(R):10, CPA(R):12, CPA(R):14 and
CIP(. 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
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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.
GORDON F. DUGAN
AGE: 33
Mr. DuGan was elected President of W. P. Carey & Co. in 1999, Executive
Vice President and a Managing Director of W.P. Carey & Co. in June 1997. Mr.
DuGan rejoined W.P. Carey & Co. as Deputy Head of Acquisitions in February 1997.
Mr. DuGan was until September 1995 a Senior Vice President in the Acquisitions
Department of W.P. Carey & Co. From October 1995 until February 1997, Mr. DuGan
was Chief Financial Officer of Superconducting Core Technologies, Inc., a
Colorado-based wireless communications equipment manufacturer. Mr. DuGan joined
W.P. Carey & Co. as Assistant to the Chairman
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in May 1988, after graduating from the Wharton School at the University of
Pennsylvania where he concentrated in Finance. He also serves as a director of
Carey Diversified LLC.
CLAUDE FERNANDEZ
AGE: 47
Mr. Fernandez is a Managing Director, Executive Vice President and Chief
Administrative Officer of W.P. Carey & Co. Mr. Fernandez joined W.P. Carey & Co.
as Assistant Controller in March 1983, was elected Controller in July 1983, a
Vice President in April 1986, a First Vice President in April 1987, a Senior
Vice President in April 1989 and Executive Vice President in April 1991. Prior
to joining W.P. Carey & Co. Mr. Fernandez was associated with Coldwell Banker,
Inc. in New York for two years and with Arthur Andersen & Co. in New York for
over three years. Mr. Fernandez, a Certified Public Accountant, received a B.S.
in Accounting from New York University in 1975 and an M.B.A. in Finance from
Columbia University Graduate School of Business in 1981.
W. SEAN SOVAK
AGE: 27
Mr. Sovak joined W.P. Carey & Co. as Assistant to the Chairman in 1994. He
was appointed to First Vice President in April 1998 and also serves as Executive
Vice President and Portfolio Manager to CPA(R):12. Mr. Sovak received his
undergraduate degree from the University of Pennsylvania's Wharton School, where
he concentrated in Finance.
APPROVAL OF AN AMENDMENT TO
CPA(R):12'S BY-LAWS
The board of directors has approved, and is recommending to the shareholders for
approval at the annual meeting, an amendment to Article III, Section 4 of
CPA(R):12's By-laws to permit CPA(R):12 to give shareholders notice of meetings
by electronic mail if a shareholder chooses to receive notice by such means. The
text of the amendment is attached below and marked to show changes from the
existing By-laws.
3.4 Notice; Affidavit of Notice. Notice of all meetings of the Shareholders
shall be given in writing to each Shareholder entitled to vote thereat,
either personally or by first class mail, or if the Company has 500 or more
Shareholders, by third-class mail, or other means of written communication,
charges prepaid, addressed to the Shareholder at his address appearing on
the books of the Company or given by the Shareholder to the Company for the
purpose of such notice, or transmitted to the Shareholder by electronic
mail to any electronic mail address of the Shareholder given by the
Shareholder to the Company for the purpose of such notice or by any other
electronic means. Notice of any such meeting of Shareholders shall be sent
to each Shareholder entitled thereto not fewer than 10 nor more than 90
days before the meeting; provided, however, that within ten business days
after receipt by the Company, in person, or by registered mail, of a
written request for a meeting by the Shareholders holding not less than 10
percent of the outstanding Shares entitled to vote at such meeting, the
Company shall provide written notice of such meeting to all Shareholders as
provided above, and such meeting shall be held not fewer than 20 nor more
than 60 days after the Company's receipt of such written request by the
Shareholder; and, provided further, that if such notice is not given within
10 business days after receipt of the request, the Person or Persons
requesting the meeting may give the notice. Nothing contained in this
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Section 3.4 shall be construed as limiting, fixing or affecting the time
when a meeting of Shareholders called by action of the Directors may be
held. All notices given pursuant to this Section 3.4 shall state the place,
date and hour of the meeting and, (1) in the case of Special Meetings of
the Shareholders, the general nature of the business to be transacted, and
no other business may be transacted, or (2) in the case of Annual Meetings
of the Shareholders, those matters which the Directors, at the time of the
mailing of the notice, intend to present for action by the Shareholders,
and (3) in the case of any meeting at which Directors are to be elected,
the names of the nominees intended at the time of the mailing of the notice
to be presented for election.
Under the By-laws, the board of directors may not amend any provision of the
By-laws without the consent of shareholders at a meeting of shareholders duly
called and at which a quorum is present. Accordingly, the board of directors is
submitting amended Article III, Section 4 of the By-laws for consideration by
the shareholders at the annual meeting.
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Purpose and Effect of Proposed Amendment
The proposed amendment is intended to allow CPA(R):12 to send shareholders
notice of meetings by electronic mail if a shareholder gives CPA(R):12 an
electronic address for the purpose of receiving notices of meetings. CPA(R):12
would continue to send notices by regular mail to shareholders who do not have
electronic mail or do not wish to receive notices via electronic mail. CPA(R):12
believes modernization of the notice requirements will encourage more
shareholders to participate at annual and special meetings of shareholders. The
modernization of the means of giving notice also should reduce the cost
associated with notifying shareholders of annual and special meetings.
The proposal to amend the By-laws will become effective if it receives the
affirmative vote of the holders of a majority of the votes cast at the annual
meeting.
The board of directors unanimously recommend a vote "FOR" approval of an
amendment to the By-laws authorizing CPA(R):12 to send notices to shareholders
by electronic mail.
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors has a standing Audit Committee. The Audit Committee,
which held two meetings in 1999 attended by all members, reviews on behalf of
the board of directors the financial information provided to shareholders,
regulatory authorities and governmental agencies for accuracy, reliability and
completeness. In addition, it reviews CPA(R):12's systems of internal control
and accounting policies for effectiveness in safeguarding the assets of
CPA(R):12. Members of this Audit Committee include Warren G. Wintrub, William
Ruder and William P. Carey.
The board of directors does not have a standing nominating or compensation
committee.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were five board meetings held in 1999. No incumbent director attended
less than 75% of the total number of board and Audit Committee meetings held in
1999.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
CPA(R):12 has no employees. Day-to-day management functions are performed
by Carey Property Advisors, L.P. Please see the section titled "Certain
Transactions" for a description of the contractual arrangement between the
CPA(R):12 and Carey Property Advisors.
During 1999, CPA(R):12 paid no cash compensation to any of its executive
officers.
During 1999, the directors as a group received fees of $45,750. 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
<PAGE>
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 March 31, 2000, the record date, we know of no
shareholder who owns beneficially 5% or more of the outstanding shares of
CPA(R):12.
The following table shows how many shares of CPA(R):12's common stock the
directors and executive officers owned as of March 31, 2000, the record date.
William P. Carey owned 2.17% of the common stock. No other director or executive
officer beneficially owned more than 1% of the common stock. The directors and
executive officers as a group owned 2.21% of the common stock.
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Director and Officer Stock Ownership
Shares of Common Stock
Name Beneficially Owned
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William P. Carey 629,247(1)
Ralph G. Coburn 1,000
William Ruder 2,000
Thomas E. Zacharias 1,000
H. Augustus Carey 5,000(2)
Claude Fernandez 2,000
Directors & Executive Officers as a Group (19 persons) 641,247
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(1) Includes 403,275 shares owned by Carey Property Advisors and 31,500 shares
owned by W.P. Carey Foundation, a charitable foundation of which Mr. Carey
is Chairman. The inclusion of these shares in the table shown above is not
to be construed as a representation that Mr. Carey beneficially owns such
shares.
(2) Mr. Carey holds 2,500 of these shares in a custodial account for his
children. Mr. Carey's wife holds 1,000 of the shares. Mr. Carey disclaims
beneficial ownership of such shares.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Securities and Exchange Commission Regulations require the disclosure of the
compensation policies applicable to executive officers in the form of a report
by the compensation committee of the board of directors (or a report of the full
board of directors in the absence of a compensation committee). As noted above,
CPA(R):12 has no employees and pays no compensation. As a result, the board of
directors has not considered compensation policy for employees and has not
included a report with this Proxy Statement.
STOCK PERFORMANCE GRAPH
Comparison of Five - Year Cumulative Return. The graph below provides an
indicator of cumulative shareholder returns for the CPA(R):12 as compared with
the S&P 500 Stock Index and a Peer Group(1).
[GRAPIC-GRAPH PLOTTED TO POINTS LISTED ON NEXT PAGE]
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(1) The Peer Group Index included in the Performance Graph has been constructed
and calculated by CPA(R):12. The Peer Group is comprised of issuers whose
securities are publicly held but for which no active trading market exists. The
index has been constructed assuming a constant share price and the annual
reinvestment of dividends. The issuers included in the peer group and the
relative weighting of the issuers' returns in the total index (calculated using
total initial market capitalization) are as follows:
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<TABLE>
<CAPTION>
WEIGHTING IN WEIGHTING IN PEER
ISSUER PEER GROUP INDEX CPA'S GROUP INDEX WITHOUT
--------------------------------------------------
1996 1997 1998 1996 1997 1998
--------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PW Independent Living Mortgage Fund, Inc 0.46% 0.28% 0.35% 0.27% 0.27% 0.29%
PW Independent Living Mortgage Fund, Inc. II 0.32% 0.14% 0.17% 0.15% 0.17% 0.20%
CPA:10 0.91% 0.39% 0.39% 0.35% 0.23% 0.23%
CIP 2.07% 0.89% 0.90% 0.91% 0.62% 0.63%
CPA:12 3.07% 1.42% 1.50% 1.50% 1.03% 1.03%
CNL American Properties 0.00% 3.55% 4.06% 4.24% 2.97% 2.72%
CPA:14 0.00% 0.00% 0.00% 0.00% 0.89% 0.91%
CNL Hospitality Properties 0.00% 0.00% 0.00% 0.00% 0.60% 0.93%
Wells Real Estate Investment Trust 0.00% 0.00% 0.00% 0.00% 0.30% 0.34%
--------------------------------------------------
6.83% 6.69% 7.38% 7.42% 7.07% 7.27%
</TABLE>
CERTAIN TRANSACTIONS
William P. Carey, Chief Executive Officer, is a member of the CPA(R):12's
board of directors. During 1999, Carey Property Advisors, a Pennsylvania limited
partnership whose general partner is Carey Fiduciary Advisors, Inc., and whose
limited partners are William P. Carey and Francis J. Carey, was retained by
CPA(R):12 to provide advisory services in connection with identifying and
analyzing prospective property investments as well as providing day-to-day
management services to CPA(R):12. William P. Carey owns all of the outstanding
stock of Carey Fiduciary Advisors. For the services it provides to CPA(R):12,
Carey Property Advisors earns an asset management fee and a performance fee,
each equal to a percentage of the average invested assets of CPA(R):12 for the
preceding month, payable monthly. The payment of the performance fee, however,
is subordinated to specified returns to shareholders. During 1999, the asset
management and performance fees earned by Carey Property Advisors were
$2,084,495 and $2,084,495, respectively. The performance fee will be paid at a
future time if certain performance criteria are satisfied. During 1999, Carey
Property Advisors and W.P. Carey & Co. earned as structuring, acquisition and
financing fees totaling $ 2,383,443 in return for performing services related to
the CPA(R):12's real estate purchases. William P. Carey also owns all the
outstanding stock of W.P. Carey & Co.
INDEPENDENT PUBLIC ACCOUNTANTS
From our inception, we have engaged the firm of PricewaterhouseCoopers LLP
as our independent public accountants, and we have selected
PricewaterhouseCoopers as auditors for 2000.
A representative of PricewaterhouseCoopers LLP will be available at the
annual meeting to answer questions.
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[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy for Annual Meeting of Shareholders
June 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Proxy for Annual Meeting of Shareholders June 15, 2000 THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Corporate
Property Associates 12 Incorporated appoints H. Augustus Carey and Claude
Fernandez, and each of them, with full power of substitution, as proxy to vote
all shares of the undersigned in Corporate Property Associates 12 Incorporated
at the Annual Meeting of Shareholders to be held on June 15, 2000 and at any
adjournment thereof, with like effect and as if the undersigned were personally
present and voting, upon the following matters:
1. Election of Directors for the One-Year Term Expiring in 2001:
William P. Carey Ralph G. Coburn William Ruder
George E. Stoddard Thomas E. Zacharias
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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2. Approval of a proposal to amend the By-Laws to allow CPA(R) 12 to send
shareholders electronic notice of meetings.
For Against Abstain
[ ] [ ] [ ]
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, 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.
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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.
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
