-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CpBNK4CD9rX83VYnp1DRXoJLcht6OBBsDHl6SSMtIdD5vKH9kqzpEWJ4sh3cK5t7 V1a1JsZAz7vgSQX9nUXMig== 0000950130-97-001531.txt : 19970404 0000950130-97-001531.hdr.sgml : 19970404 ACCESSION NUMBER: 0000950130-97-001531 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970403 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE PROPERTY ASSOCIATES 6 CENTRAL INDEX KEY: 0000750456 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133247122 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14551 FILM NUMBER: 97574274 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLZ 2ND FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 10-K405 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the quarterly period ended DECEMBER 31, 1996 ------------------------------------ or [ ] TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to -------------------------- ------------------- Commission file number 0-14551 ---------------------------------------------------------- CORPORATE PROPERTY ASSOCIATES 6, A CALIFORNIA LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 13-3247122 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 492-1100 ----------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered NONE NONE - ------------------------------------- ------------------------------------ - ------------------------------------- ------------------------------------ Securities registered pursuant to Section 12(g) of the Act: LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. --- --- X Yes No --- --- Indicate by check mark if disclosure of deliquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Aggregate market value of the voting stock held by non-affiliates of Registrant: There is no active market for Limited Partnership Units. PART I Item 1. Business. Registrant is engaged in the business of investing in commercial and industrial real estate properties which are net leased to commercial and industrial entities. Registrant was organized as a California limited partnership on July 23, 1984. The General Partners of Registrant are Carey Corporate Property, Inc. (the "Corporate General Partner"), a Delaware corporation, and William Polk Carey (the "Individual General Partner"). The Corporate General Partner is 79.9% owned by W. P. Carey & Co., Inc. ("W.P. Carey"), 10.1% owned by William P. Carey ("Carey") and 10% by Lehman Brothers, Inc. Affiliates of the Corporate General Partner and the Individual General Partner are also the General Partners of affiliates of Registrant, Corporate Property Associates ("CPA(R):1"), Corporate Property Associates 2 ("CPA(R):2"), Corporate Property Associates 3 ("CPA(R):3"), Corporate Property Associates 7 - a California limited partnership ("CPA(R):7"), Corporate Property Associates 8, L.P., a Delaware limited partnership ("CPA(R):8"), Corporate Property Associates 9, L.P., a Delaware limited partnership ("CPA(R):9"), and the advisor of Corporate Property Associates 10 Incorporated ("CPA(R):10"), Carey Institutional Properties Incorporated ("CIP(TM)") and Corporate Property Associates 12 Incorporated ("CPA(R):12"). Registrant has a management agreement with Carey Corporate Property Management Company (formerly Carey Corporate Property Management, Inc.) ("Carey Management"), a division of W.P. Carey. According to the terms of this agreement, Carey Management performs a variety of management services for Registrant. Registrant has entered into an agreement with Fifth Rock L.P., an affiliate, for the purpose of leasing office space. Reference is made to the Prospectus of Registrant dated November 30, 1984, filed pursuant to Rules 424(b) and 424(c), respectively, under the Securities Act of 1933 and incorporated herein by reference (said Prospectus, as so supplemented, is hereinafter called the "Prospectus"). The properties owned by Registrant are described in Item 2. Registrant's entire net proceeds from the Public Offering, less a working capital reserve, have been fully invested in net leased commercial and industrial real estate since March 21, 1988, the date of Registrant's final real estate acquisition. Registrant has two industry segments consisting of the investment in and the leasing of industrial and commercial real estate and the operations of hotels which were assumed subsequent to the lease terminations. By assuming the operations of the hotel businesses, Management intends to preserve the value of the underlying investment for remarketing purposes and generate a contribution to Registrant's operating cash flow. See Selected Financial Data in Item 6 and Management's Discussion and Analysis in Item 7 for a summary of Registrant's operations. Also see the material contained in the Prospectus under the heading INVESTMENT OBJECTIVES AND POLICIES. Other than the three hotel properties, all of Registrant's real estate properties are leased to corporate tenants and are subject to long-term net leases whereby the tenants are generally required to pay all operating expenses relating to the leased properties including maintenance, real estate taxes, insurance and utilities. Lessees are required to include Registrant as an additional insured party on all insurance policies relating to the leased properties. In addition, substantially all of the net leases include indemnification provisions which are intended to limit recourse to Registrant and the General Partners. Registrant believes that the insurance and indemnity provided on its behalf by its lessees provides adequate coverage for property damage and any liability claims which may arise against Registrant's ownership interests. In addition to the insurance and indemnification provisions of the leases, Registrant has contingent property and liability insurance on its leased properties and primary property and liability coverages on its three hotel properties. Management believes that its insurance is adequate. To the extent that any lessees are not financially able to satisfy indemnification obligations which exceed insurance reimbursements, Registrant may incur the costs necessary to repair property and settle liabilities. -1- As described above, lessees retain the obligation for the operating expenses of their leased properties so that, other than rental income, there are no significant operating data reportable on Registrant's leased properties. Current rental income is reported in Note 9 to the Financial Statements in Item 8. Registrant's leases generally provide for periodic rent increases which are either stated and negotiated at the inception of the lease or based on formulas indexed to increases in the Consumer Price Index ("CPI"). The initial terms of Registrant's leases are scheduled to expire between 2000 and 2011 with the leases providing for multiple renewal terms. In addition, several of the leases provide purchase options, with Registrant's leases with Anthony's Manufacturing Company, Inc. and Wal-Mart Stores, Inc. exercisable in 1997. The purchase options provide for purchase prices at the greater of (i) fair market value, as defined in the lease, or (ii) a stated amount. The stated amount is generally the sum of Registrant's acquisition cost of the properties and any prepayment charges which would occur as a result of paying off mortgage loans on the properties being sold. As Registrant's objective is to invest in properties which are occupied by a single corporate tenant and subject to net leases with such lease obligation backed by the credit of the corporate lessee, Registrant's properties have not been generally subject to the competitive conditions of local and regional real estate markets. The competitive conditions of local and regional real estate markets may have a more material affect on Registrant as leases terminate in the future. In selecting real estate for investment, Registrant seeks to lease facilities which are material to the lessee's operations in order to increase the likelihood that lease renewals will be exercised. Because Registrant may be affected by the financial condition of its lessees rather than the competitive conditions of the real estate marketplace, Registrant's strategy has been to diversify its investments among tenants, property types and industries in addition to achieving geographical diversification. To the extent that lessees exercise purchase options which provide for purchase prices based on a market value as encumbered by the existing lease, local market conditions may have little impact. Registrant's operation of hotel properties (all of which are Holiday Inn franchises) are more greatly affected by both increasing competition and economic conditions. Registrant's hotels in Alpena and Petoskey, Michigan have experienced increased competition over the past several years as the result of the opening of new hotels at both locations. The Alpena and Petoskey businesses are seasonal in nature and had occupancy rates for the year ended December 31, 1996 of 58% and 49%, respectively. The occupancy rates increased by 6% for Alpena and 14% for Petoskey from that of the prior year. The Livonia, Michigan hotel realized an increase of 10% in the average room rate; however, the occupancy rate decreased from 77% to 75%. Management believes the ability to raise room rates is due to the current economic and business conditions in the Detroit metropolitan area. For the year ended December 31, 1996, revenues from properties occupied by lessees which accounted for 10% or more of operating revenues of Registrant were as follows: Stoody Deloro Stellite, Inc., 20%; AP Parts Manufacturing Company, Inc. ("A.P. Parts"), 15%; AutoZone, Inc. ("AutoZone"), 12%; and Peerless Chain Company, 14%. No other property owned by Registrant accounted for 10% or more of its total operating revenues during 1996. See Note 9 to the Consolidated Financial Statements in Item 8. For the year ended December 31, 1996, gross revenues from the hotel operations segment were approximately 29% of total revenues. In January 1996, Registrant funded $1,700,000 of improvements at the A.P. Parts property in Toledo, Ohio. In consideration for funding the improvements, the A.P. Parts lease was amended with annual rent increased by $216,850 to $1,742,966 and the initial lease term extended from December 21, 2001 to December 31, 2007. Rent increased on January 1, 1997 with such increase based on a formula indexed to the CPI. The funding of the improvements was completed with a refinancing of the existing mortgage loan collateralized by the A.P. Parts properties. A new limited recourse loan of $6,000,000 was used to pay off an existing mortgage loan. The new loan provides for prepayment and principal and interest of $63,120 at an annual interest rate of 7.625% and matures on February 1, 2001 at which time a balloon payment of $4,124,757 will be due. The retired loan provided for monthly payments of principal and interest of $73,906 at an annual interest rate of 9.5%. In February 1996, Folger Adam Company ("Folger Adam"), the lessee of the Registrant's property in Lemont, Illinois, filed a petition of voluntary bankruptcy. In March 1996, Yale Security, Inc. purchased certain assets of Folger Adam pursuant to an order of the Bankruptcy Court, and on March 19, 1996 entered into a net lease agreement with the Registrant for the Lemont property. The lease, which has an initial -2- term of 15 years, provides for annual rent of $400,000 in the first year, $399,000 in the second through fifth years, $459,000 in the sixth through tenth years and $519,000 thereafter. The Registrant's master leases with AutoZone allow AutoZone to offer to purchase properties which it judges to be unsuitable for its continued use. AutoZone, citing this lease provision, purchased Registrant's properties in Dalton, Georgia from the Registrant, and Birmingham, Alabama in January and April 1996, respectively. The Registrant was required to assign the proceeds of the sale to its lender as a partial prepayment on the mortgage loan collateralized by the AutoZone properties. In August 1996, the Registrant refinanced at a lower rate of interest an existing mortgage loan collateralized by the Partnership's property leased to Wal-Mart Stores, Inc. The new loan of $3,500,000 provides for monthly installments of principal and interest of $32,888 at an annual interest rate of 8.25% based on a 16-year amortization schedule commencing September 1996. The loan may be prepaid at any time subject to a prepayment charge. The loan matures in August 2003 at which time a balloon payment for the entire outstanding principal balance of approximately $2,517,000 will be due. Registrant voluntarily performed initial environmental reviews of all of its properties in 1993. Registrant believes, based on the results of such reviews and Phase II environmental reviews of certain of its properties in 1994, that its properties are in substantial compliance with Federal and state environmental statutes and regulations. Phase II reviews were only performed on certain properties based on the recommendations of the Phase I reviews. Portions of certain properties have been subject to a limited degree of contamination, principally in connection with either leakage from underground storage tanks or surface spills from facility activities. In many instances, tenants are actively engaged in the remediation process and addressing identified conditions. For those conditions which were identified, Registrant advised its tenants of such findings and of their obligations to perform additional investigations and any required remediation. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, Registrant's leases generally require tenants to indemnify Registrant from all liabilities and losses related to the leased properties. Accordingly, Management believes that the ultimate resolution of the aforementioned environmental matters will not have a material adverse effect on Registrant's financial condition, liquidity or results of operations. Registrant does not have any employees. The Corporate General Partner of Registrant together with its affiliates employ twelve individuals who perform accounting, secretarial and transfer services for Registrant. Gemisys Inc. performs certain transfer services for Registrant and The Bank of New York performs certain banking services for Registrant. In addition, Registrant has entered into an agreement with Carey Management pursuant to which Carey Management provides certain management services to Registrant. W.P. Carey has substantially the same officers as the Corporate General Partner. -3- Item 2. Properties. ----------
LEASE TYPE OF OWNERSHIP OBLIGOR TYPE OF PROPERTY LOCATION INTEREST - ------------- ---------------- --------- ----------------- STOODY DELORO Warehouse and Manu- Industry, Ownership of land STELLITE, INC. facturing Facility California and building YALE SECURITY, Manufacturing Lemont, Ownership of land INC. Facility Illinois and building (1) MOTOROLA, INC. Computer and Urbana, Ownership of land Telecommunication Facility Illinois and building (1) LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land CORPORATION Manufacturing Facility Maryland and building AUTOZONE, INC. Retail Stores Charlotte, Lenoir, Ownership of land - 32 locations Gastonia, and and buildings (1) Statesville, North Carolina; Austin, Corpus Christi-2, Nederland, San Antonio, Victoria, Waco, and West Orange, Texas; Bessemer, Chickasaw, Decatur, Mobile, Montgomery and Phenix City, Alabama; Alton, Belleview, Collinsville and Wood River, Illinois; Columbus, Georgia; Baton Rouge, Ownership of land Lake Charles and buildings (1) and West Monroe, Louisiana; Breckenridge, Maplewood, Overland and St. Louis, Missouri (2) Hotel Petoskey and Ownership of 35% interest - 2 locations Alpena, Michigan in land and buildings (1) PEERLESS CHAIN Manufacturing Winona, Ownership of land COMPANY Facility Minnesota and building HARCOURT GENERAL Movie Theatre Burnsville, Ownership of land CORPORATION Minnesota and building (1)
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LEASE TYPE OF OWNERSHIP OBLIGOR TYPE OF PROPERTY LOCATION INTEREST - ------------- ---------------- --------- ----------------- WAL-MART STORES, Retail/Warehouse West Mifflin, Ownership of land INC. Facility Pennsylvania and building (1) KINNEY SHOE Warehouse and Fort Lauderdale, Ownership of land CORPORATION/ Office Facility Florida and building (1) ARMEL, INC. AP PARTS Manufacturing Toledo, Ohio; Ownership of land MANUFACTURING Facility - Pinconning, and buildings (1) COMPANY 2 locations Michigan ANTHONY'S Manufacturing/ San Fernando, Ownership of land MANUFACTURING Warehouse and California and buildings COMPANY, INC. Corporate Headquarters Facilities - 4 locations (2) Hotel Livonia, Michigan Ownership of 34.4828% interest in land and building (1) WINN DIXIE STORES, Supermarket Panama City, Ownership of land INC. Florida and building
(1) These properties are encumbered by mortgage notes payable. (2) These properties are operated with affiliates. -5- The material terms of Registrant's leases with its significant tenants are summarized in the following table:
Partnership's Share Current Lease Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs - ------- ------------ ------- ------- --------- ------- --------- --------------- -------- Stoody $2,234,191 325,800 $6.86 02/10 YES 100% The greater of $11,700,000 Deloro fair market Stellite value of the Inc. property or $11,700,000 AP Parts 1,836,534 1,380,588 1.33 12/07 YES 100 The greater of 13,433,087 Manufact- fair market value uring of the property Company, Inc. or $11,700,000 plus any mortgage prepayment premium. AutoZone, 1,321,567 185,990 7.11 01/11 YES 100 N/A 10,671,418 02/11 Anthony's 876,000 182,845 4.79 02/02 YES 100 The greater of 11,500,000 Manufact- fair market uring value or Company, $11,500,000 plus Inc. any mortgage prepayment premium. Peerless 1,463,425 357,760 4.09 06/11 YES 100 The greater of 7,820,000 Chain fair market value Company or $7,820,000 and any mortgage prepayment premium. Wal-Mart 891,130 118,125 7.54 01/07 YES 100 The greater of 6,685,250 Stores, Inc. fair market value plus 2% or $6,275,000 plus any mortgage prepayment premium. Kinney Shoe 964,941 80,450 11.99 09/01 YES 100 The greater of 5,268,350 Corp./Armel, fair market value Inc. or $5,260,350 plus any mortgage prepayment premium. Yale Security, Inc. 399,250 130,000 3.07 03/11 100 N/A 3,700,000
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Partnership's Share Current Lease Lease of Current Square Rent Per Expiration Renewal Ownership Terms of Gross Obligor Annual Rents Footage Sq.Ft. (Mo/Year) Terms Interest Purchase Option Costs (1) - ------- ------------ ------- ------- --------- ------- --------- --------------- -------- Motorola, $ 540,000 46,350 $11.65 12/00 YES 100% Fair market value $ 4,379,455 Inc. Harcourt 467,500 31,837 14.68 07/06 YES 100 N/A 4,341,035 General Corporation Lockheed 310,000 45,804 6.77 04/01 YES 100 Fair market value 3,015,058 Martin Corporation Winn-Dixie 170,399 34,710 4.91 03/08 YES 100 N/A 1,935,890 Stores, Inc.
(1) Includes original cost of investment and net increases or decreases to net investment subsequent to purchase. The material terms on the mortgage debt of Registrant's properties is summarized in the following table:
Mortgage Annual Interest Balance Annual Debt Maturity Estimated Payment Lease Obligor Rate 12/31/96 Service Date Due at Maturity Prepayment Provisions - ------------------ -------------- ----------- ----------- -------- ----------------- ---------------------- AP Parts Manufact- uring Company, Inc. 7.63% $ 5,736,608 $ 764,638 02/01/01 $ 4,211,790 N/A AutoZone, Inc. 9.51 8,743,039 951,072 08/02/98 8,539,522 The loan may be prepaid in full but not in part with a prepayment premium based on a formula based on treasury bond yields plus 0.5%. Wal-Mart Stores, Inc. 9.63 3,464,333 706,429 08/15/03 Fully Amortizing Prepayable in full with a premium equal to the greater of 1) 1% of the outstanding principal balance or 2) a present value discounted at a rate defined in the loan agreement.
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Mortgage Annual Interest Balance Annual Debt Maturity Estimated Payment Lease Obligor Rate 12/31/96 Service Date Due at Maturity Prepayment Provisions - ------------------ -------------- ----------- ----------- -------- ----------------- ---------------------- Kinney Shoe/ Armel, Inc. (1) 6.35% $ 261,060 $ 261,060 (4) 01/01/98 Fully amortizing Prepayable in full or in part, on any date, without premium. Yale Security, Inc. 10.25 1,884,503 55,602 04/01/97 $1,874,628 Prepayable in full only, with a premium of the greater of 1% of the outstanding principal balance or a formula based on treasury bond yields. Motorola, Inc. 10.50 2,187,826 89,854 04/01/97 2,155,117 Prepayable in full with a premium based on a formula using the most recently issued U.S. Treasury note closest to but not beyond the original maturity date of the mortgage. Harcourt General Corporation 8.50 2,039,909 311,911 07/01/06 Fully amortizing Prepayable anytime after January 2001, with a premium based on a formula using the annualized yield of a U.S. Treasury note. Livonia Holiday Inn (2)(5) 9.06 2,608,808 186,972 (5) 11/15/97 2,561,000 The loan may be prepaid in full without a premium. Alpena Holiday Inn (3)(5) 6.6 - 9.0 2,565,500 279,780 9/1/97-9/1/15 257,250 Petoskey Holiday Inn (3)(5) 6.6 - 9.0 2,565,500 279,780 9/1/97-9/1/15 257,250
(1) Variable rate based on 64% of lender's prime rate. (2) Variable rate based on 3.5% over 90-day London Inter-Bank Offered Rate. (3) Financing consists of a series of bonds maturing between 1997 and 2015 with interest rates varying from 6.6% to 9%. (4) Estimate based on current interest rates. (5) Operated by Registrant. -8- Item 3. Legal Proceedings. ------------------ As of the date hereof, Registrant is not a party to any material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- No matter was submitted during the fourth quarter of the year ended December 31, 1996 to a vote of security holders, through the solicitation of proxies or otherwise. PART II Item 5. Market for Registrant's Common Equity and Related ------------------------------------------------- Stockholder Matters. -------------------- Information with respect to Registrant's common equity is hereby incorporated by reference to page 26 of Registrant's Annual Report contained in Appendix A. Item 6. Selected Financial Data. ------------------------ Selected Financial Data are hereby incorporated by reference to page 1 of Registrant's Annual Report contained in Appendix A. Item 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations. -------------------------- Management's Discussion and Analysis are hereby incorporated by reference to pages 2 to 4 of Registrant's Annual Report contained in Appendix A. Item 8. Consolidated Financial Statements and Supplementary Data. --------------------------------------------------------- The following consolidated financial statements and supplementary data are hereby incorporated by reference to pages 5 to 19 of Registrant's Annual Report contained in Appendix A: (i) Report of Independent Accountants. (ii) Consolidated Balance Sheets as of December 31, 1995 and 1996. (iii) Consolidated Statements of Income for the years ended December 31, 1994, 1995 and 1996. (iv) Consolidated Statements of Partners' Capital for the years ended December 31, 1994, 1995 and 1996. (v) Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996. (vi) Notes to Consolidated Financial Statements. Item 9. Disagreements on Accounting and Financial Disclosure. ----------------------------------------------------- NONE -9- PART III Item 10. Directors and Executive Officers of the Registrant. -------------------------------------------------- Registrant has no officers or directors. The senior officers and directors of the Corporate General Partner are as follows:
Has Served as a Director and/or Name Age Positions Held Officer Since (1) ---- --- -------------- ----------------- William Polk Carey 66 Chairman of the Board 4/84 Director Francis J. Carey 71 President 4/84 Director George E. Stoddard 80 Chairman of the Investment Committee 4/84 Director Madelon DeVoe Talley 65 Vice Chairman of the Board 4/86 Director Lawrence R. Klein 76 Chairman of the Economic Policy 4/84 Committee Director Barclay G. Jones III 36 Executive Vice President 4/84 Director Claude Fernandez 44 Executive Vice President 4/84 Chief Administrative Officer H. Augustus Carey 39 Senior Vice President 8/88 Anthony S. Mohl 34 Senior Vice President 9/87 John J. Park 32 Senior Vice President 7/91 Treasurer Michael D. Roberts 45 First Vice President 4/89 Controller
(1) Each officer and director of the Corporate General Partner will hold office until the next annual meeting of the Board of Directors and thereafter until his successor shall have been elected and shall have qualified or until his prior death, resignation or removal. William Polk Carey and Francis J. Carey are brothers. H. Augustus Carey is the nephew of William Polk Carey and the son of Francis J. Carey. A description of the business experience of each officer and director of the Corporate General Partner is set forth below: William Polk Carey, Chairman and Chief Executive Officer, has been active in lease financing since 1959 and a specialist in net leasing of corporate real estate property since 1964. Before founding W.P. Carey & Co., Inc. ("W.P. Carey") in 1973, he served as Chairman of the Executive Committee of Hubbard, -10- Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers), head of Real Estate and Private Placements, Director of Corporate Finance and Vice Chairman of the Investment Banking Board of duPont Glore Forgan Inc. A graduate of the University of Pennsylvania's Wharton School of Finance and Commerce, Mr. Carey is a Governor of the National Association of Real Estate Investment Trusts (NAREIT). He also serves on the boards of The Johns Hopkins University, The James A. Baker III Institute for Public Policy at Rice University, Templeton College of Oxford 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 is also a Director of CPA(R):10, CIP(TM) and CPA(R):12. Francis J. Carey was elected President and a Managing Director of W.P. Carey in April 1987, having served as a Director since its founding in 1973. Prior to joining the firm full-time, he was a senior partner in Philadelphia, head of the Real Estate Department nationally and a member of the executive committee of the Pittsburgh based firm of Reed Smith Shaw & McClay, counsel for Registrant, the General Partners, the CPA(R) Partnerships, W.P. Carey and some of its affiliates. He served as a member of the Executive Committee and Board of Managers of the Western Savings Bank of Philadelphia from 1972 until its takeover by another bank in 1982 and is former chairman of the Real Property, Probate and Trust Section of the Pennsylvania Bar Association. Mr. Carey served as a member of the Board of Overseers of the School of Arts and Sciences of the University of Pennsylvania from 1983 through 1990. He has also served as a member of the Board of Trustees of the Investment Program Association since 1990 and on the Business Advisory Council of the Business Council for the United Nations since 1994. He holds A.B. and J.D. degrees from the University of Pennsylvania. Mr. Carey is also a Director of CPA(R):10 and CIP(TM). George E. Stoddard, Chief Investment Officer, was until 1979 head of the bond department of The Equitable Life Assurance Society of the United States, with responsibility for all activities related to Equitable's portfolio of corporate investments acquired through direct negotiation. Mr. Stoddard was associated with Equitable for over 30 years. He holds an A.B. degree from Brigham Young University, an M.B.A. from Harvard Business School and an LL.B. from Fordham University Law School. Madelon DeVoe Talley, Vice Chairman, is a member of the New York State Controller's Investment Committee, a Commissioner of the Port Authority of New York and New Jersey, former CIO of New York State Common Retirement Fund and a Trustee of the New York State Teachers Retirement System. She also served as a managing director of Rothschild, Inc. and as the President of its asset management division. Mrs. Talley was also a former Governor of the N.A.S.D. and a director of Biocraft Laboratories, a New York Stock Exchange company. She is an alumna of Sarah Lawrence College and the graduate school of International and Public Affairs at Columbia University. Lawrence R. Klein, Chairman of the Economic Policy Committee since 1984, is Benjamin Franklin Professor of Economics Emeritus at the University of Pennsylvania, having joined the faculty of Economics and the Wharton School in 1958. He holds earned degrees from the University of California at Berkeley and Massachusetts Institute of Technology and has been awarded the Nobel Prize in Economics as well as over 20 honorary degrees. Founder of Wharton Econometric Forecasting Associates, Inc., Dr. Klein has been counselor to various corporations, governments, and government agencies including the Federal Reserve Board and the President's Council of Economic Advisers. Barclay G. Jones III, Executive Vice President, Managing Director, and head of the Investment Department. Mr. Jones joined W.P. Carey as Assistant to the President in July 1982 after his graduation from the Wharton School of the University of Pennsylvania, where he majored in Finance and Economics. He was elected to the Board of Directors of W.P. Carey in April 1992. Mr. Jones is also a Director of the Wharton Business School Club of New York. -11- Claude Fernandez, Chief Administrative Officer, Managing Director, and Executive Vice President, joined W.P. Carey in 1983. Previously associated with Coldwell Banker, Inc. for two years and with Arthur Andersen & Co., he is a Certified Public Accountant. Mr. Fernandez received his B.S. degree in accounting from New York University in 1975 and his M.B.A. in finance from Columbia University Graduate School of Business in 1981. H. Augustus Carey, Senior Vice President, returned to W.P. Carey in 1988 and is President of W.P. Carey's broker-dealer subsidiary. Mr. Carey previously worked for W.P. Carey from 1979 to 1981 as Assistant to the President. Prior to rejoining W.P. Carey, Mr. Carey served as a loan officer of the North American Department of Kleinwort Benson Limited in London, England. He received an A.B. from Amherst College in 1979 and an M.Phil. in Management Studies from Oxford University in 1984. Mr. Carey is a trustee of the Oxford Management Centre Associates Council. Anthony S. Mohl, Senior Vice President and Director of Portfolio Management, joined W.P. Carey & Co., in 1987 as Assistant to the President after receiving his M.B.A. from the Columbia University Graduate School of Business. Mr. Mohl was employed as an analyst in the strategic planning group at Kurt Salmon Associates after receiving an undergraduate degree from Wesleyan University. John J. Park, Senior Vice President, Treasurer and Director of Research, joined W.P. Carey as an Investment Analyst in December 1987. Mr. Park received his undergraduate degree from Massachusetts Institute of Technology and his M.B.A. in Finance from New York University. Michael D. Roberts joined W. P. Carey as a Second Vice President and Assistant Controller in April 1989 and is currently First Vice President and Controller. Prior to joining W.P. Carey, Mr. Roberts was employed by Coopers & Lybrand for over 8 years, where he attained the title of audit manager. A certified public accountant, Mr. Roberts received a B.A. in sociology from Brandeis University and an M.B.A. from Northeastern University. Item 11. Executive Compensation. ----------------------- Under the Amended Agreement of Limited Partnership of Registrant (the "Agreement"), 5% of Distributable Cash From Operations, as defined, is payable to the Corporate General Partner and 1% of Distributable Cash From Operations is payable to the Individual General Partner. The Corporate General Partner and the Individual General Partner received $229,577 and $46,220, respectively, from the Registrant as their share of Distributable Cash From Operations during the year ended December 31, 1996. As owner of 100 Limited Partnership Units, the Corporate General Partner received cash distributions of $9,608 ($96.08 per Unit) during the year ended December 31, 1996. See Item 6 for the net income allocated to the General Partners under the Agreement. Registrant is not required to pay, and has not paid, any remuneration to the officers or directors of the Corporate General Partner, W.P. Carey or any other affiliate of Registrant during the year ended December 31, 1996. In the future, the Corporate General Partner will continue to receive 5% of Distributable Cash From Operations, the Individual General Partner will continue to receive 1% of Distributable Cash From Operations and each General Partner will continue to be allocated the same percentage of the profits and losses of Registrant as had been allocated in the past. For a description of the subordinated interest of the Corporate General Partner and the Individual General Partner in Cash From Sales and Cash From Financings, reference is made to the materials contained in the Prospectus under the heading MANAGEMENT COMPENSATION. -12- Item 12. Security Ownership of Certain Beneficial Owners and --------------------------------------------------- Management. ---------- As of December 31, 1996, no person owned of record, or was known by Registrant to own beneficially more than 5% of the Limited Partnership Units of Registrant. The following table sets forth as of March 15, 1997 certain information as to the ownership by directors and executive officers of securities of Registrant:
Number of Units Name of and Nature of Percent Title of Class Beneficial Owner Beneficial Ownership of Class - -------------- ---------------- -------------------- -------- Limited Partnership Units of Registrant William Polk Carey (1) 105 units .22% Francis J. Carey 25 .05 George E. Stoddard Madelon DeVoe Talley Barclay G. Jones III Lawrence R. Klein Claude Fernandez H. Augustus Carey 10 .02 Anthony S. Mohl John J. Park Michael D. Roberts -- -- All executive officers and directors as a group (11 persons) 140 units .29% === ====
(1) As of March 15, 1997, the Corporate General Partner, Carey Corporate Property, Inc., owned 100 Limited Partnership Units of Registrant. William Polk Carey, the majority shareholder of the Corporate General Partner, is the beneficial owner of these Units. There exists no arrangement, known to Registrant, the operation of which may at a subsequent date result in a change of control of Registrant. Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- For a description of transactions and business relationships between Registrant and its affiliates and their directors and officers, see Notes 2 and 3 to the Consolidated Financial Statements contained in Item 8. Michael B. Pollack, Senior Vice President and Secretary of the Corporate General Partner, is a partner of Reed Smith Shaw & McClay which is engaged to perform legal services for Registrant. No officer or director of the Corporate General Partner, W.P. Carey or any other affiliate of Registrant or any member of the immediate family or associated organization of any such officer or director was indebted to Registrant at any time since the beginning of Registrant's last fiscal year. -13- PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on ------------------------------------------------------ Form 8-K. --------- (a) 1. Financial Statements: --------------------- The following financial statements are filed as a part of this Report: Report of Independent Accountants. Consolidated Balance Sheets, December 31, 1995 and 1996. Consolidated Statements of Income for the years ended December 31, 1994, 1995 and 1996. Consolidated Statements of Partners' Capital for the years ended December 31, 1994, 1995 and 1996. Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996. Notes to Consolidated Financial Statements. The financial statements are hereby incorporated by reference to pages 5 to 19 of Registrant's Annual Report contained in Appendix A. (a) 2. Financial Statement Schedule: ----------------------------- The following schedule is filed as a part of this Report: Schedule III -Real Estate and Accumulated Depreciation as of December 31, 1996. Notes to Schedule III. Schedule III and notes thereto are hereby incorporated by reference to pages 20 to 23 of Registrant's Annual Report contained in Appendix A. Financial Statement Schedules other than those listed above are omitted because the required information is given in the Consolidated Financial Statements or the Notes thereto, or because the conditions requiring their filing do not exist. -14- (a) 3. Exhibits: --------- The following exhibits are filed as part of this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
Exhibit Method of No. Description Filing - ------- ----------- --------- 3.1 Amended agreement of Limited Partnership Exhibit to Registration of Registrant dated as of November 26, Statement (Form S-11) 1984. No. 2-92393 4.1 $7,000,000 Promissory Note Secured by Exhibit 4.1 to Form 8-K Deed of Trust dated February 15, 1985 filed February 28, 1985 from Registrant to E. F. Hutton Life Insurance Company("Hutton Life"). 4.2 Deed of Trust, Assignment of Rents and Exhibit 4.2 to Form 8-K Security Agreement dated February 14, filed February 28, 1985 1985 from Registrant to Hutton Life. 4.3 Collateral Assignment of Lease dated Exhibit 4.3 to Form 8-K February 14, 1985 from Registrant to filed February 28, 1985 Hutton Life. 4.4 Seller's/Lessee's Certificate dated Filed as Exhibit 4.1 December 23, 1985 from Gould Inc. to to Registrant's Registrant. Form 8-K dated January 6, 1986 4.5 Assignment of Rights in Purchase Filed as Exhibit 4.2 Agreement dated November 21, 1985 to Registrant's between JB Properties, as Assignor, Form 8-K dated and Registrant as Assignee. January 6, 1986 4.6 Seller/Lessee's Certificate dated Filed as Exhibit 4.1 January 17, 1986 from Malone & Hyde to Registrant's to Registrant. Form 8-K dated January 30, 1986 4.9 Mortgage, Assignment of Leases and Filed as Exhibit 4.3 Security Agreement dated January to Registrant's 30, 1986 between CPA(R):5, as Mortgagor, Form 8-K dated and Lloyds and Texas Commerce, collectively March 13, 1986 as Mortgagee, on Broomall, PA property. 4.10 Modification Agreement dated March 1, 1986 in Filed as Exhibit 4.4 connection with the Mortgage, Assignment of to Registrant's Leases and Security Agreement dated Form 8-K dated January 30, 1986 on Broomall, PA property. March 13, 1986 4.11 Mortgage Assignment of Leases and Filed as Exhibit 4.5 Security Agreement dated January 30, to Registrant's 1986 between CPA(R):5, as Mortgagor, and Form 8-K dated Lloyds and Texas Commerce, collectively March 13, 1986 as Mortgagee, on Cuyahoga Falls, OH property.
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.12 Modification Agreement dated March 1, 1986 in Filed as Exhibit 4.6 connection with the Mortgage, Assignment of to Registrant's Leases and Security Agreement dated on Form 8-K dated January 30, 1986 on Cuyahoga Falls, OH property. March 13, 1986 4.13 Deed of Trust, Assignment of Leases and Filed as Exhibit 4.7 Security Agreement dated January 30, 1986, to Registrant's between CPA(R):5, as Grantor, and Lawyers Form 8-K dated Title Insurance, as Trustee on Duffield, VA property. March 13, 1986 4.14 Deed of Trust Modification Agreement dated March 1, Filed as Exhibit 4.8 1986 in connection with the Deed of Trust, to Registrant's Assignment of Leases and Security Agreement Form 8-K dated dated January 30, 1986 on Duffield, VA property. March 13, 1986 4.23 $3,700,000 Promissory Note dated January 30, 1986 Filed as Exhibit 4.17 from CPA(R):5, as Payee, to Registrant and to Registrant's Form 8-K CPA(R):5, collectively 10.1 to 10.6 as Payor. dated March 13, 1986 4.24 $6,000,000 Note dated April 30, 1986 Filed as Exhibit 4.1 from First Southern Federal Savings to Registrant's Form and Loan Association ("First Southern"), as 8-K dated May 15, 1986 Lender to the Registrant, as Borrower. 4.25 Mortgage and Security Agreement dated as Filed as Exhibit 4.2 of April 30, 1986 between Registrant, as to Registrant's Form Mortgagor, and First Southern, as Mortgagee, 8-K dated May 15, 1986 (Bessemer and Birmingham, AL Properties). 4.26 Mortgage and Security Agreement dated as of Filed as Exhibit 4.3 April 30, 1986 between Registrant and First to Registrant's Form Southern (Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986 4.27 Mortgage and Security Agreement dated as of Filed as Exhibit 4.4 April 30, 1986 between Registrant and First to Registrant's Form Southern (Decatur, AL Property). 8-K dated May 15, 1986 4.28 Mortgage and Security Agreement dated as of Filed as Exhibit 4.5 April 30, 1986 between Registrant and First to Registrant's Form Southern (Montgomery, AL Property). 8-K dated May 15, 1986 4.29 Mortgage and Security Agreement dated as of Filed as Exhibit 4.6 April 30, 1986 between Registrant and First to Registrant's Form Southern (Phenix, AL Property). 8-K dated May 15, 1986 4.30 Deed to Secure Debt dated as of April 30, 1986 Filed as Exhibit 4.7 between Registrant, as Borrower, and First to Registrant's Form Southern, as Lender (Columbus, GA Property). 8-K dated May 15, 1986 4.31 Deed to Secure Debt dated as of April 30, Filed as Exhibit 4.8 1986 between Registrant and First Southern to Registrant's Form (Dalton, GA Property). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.32 Mortgage and Security Agreement dated as of Filed as Exhibit 4.9 April 30, 1986 between Registrant, as to Registrant's Form Mortgagor, and First Southern, as Mortgagee 8-K dated May 15, 1986 (Alton, Collinsville, and Wood River, IL Properties). 4.33 Mortgage and Security Agreement dated as of Filed as Exhibit 4.10 April 30, 1986 between Registrant and First to Registrant's Form Southern (Belleville, IL Property). 8-K dated May 15, 1986 4.34 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.11 Registrant, as Mortgagor, and First Southern, to Registrant's Form as Mortgagee (Baton Rouge and West Monroe 8-K dated May 15, 1986 Properties). 4.35 Mortgage dated as of April 30, 1986 between Filed as Exhibit 4.12 Registrant and First Southern (two Lake to Registrant's Form Charles Properties). 8-K dated May 15, 1986 4.36 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.13 dated as of April 30, 1986 by Registrant, as to Registrant's Form Borrower, Michael G. O'Flaherty, as Trustee, 8-K dated May 15, 1986 and First Southern, as Lender (Breckenridge, Maplewood and Overland, MO Properties). 4.37 Missouri Deed of Trust and Security Agreement Filed as Exhibit 4.14 dated as of April 30, 1986 by Registrant, to Registrant's Form Michael G. O'Flaherty and First Southern 8-K dated May 15, 1986 (St. Louis, MO Property). 4.38 North Carolina Deed of Trust dated as of Filed as Exhibit 4.15 April 30, 1986 by Registrant, as Grantor, to Registrant's Form Harold D. Parkman, as Trustee, and First 8-K dated May 15, 1986 Southern, as Note Holder (Charlotte, NC Property). 4.39 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.16 30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form and First Southern (Gastonia, NC Property). 8-K dated May 15, 1986 4.40 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.17 30, 1986 by Registrant, Harold D. Parkman, to Registrant's Form and First Southern (Lenoir, NC Property). 8-K dated May 15, 1986 4.41 North Carolina Deed of Trust dated as of April Filed as Exhibit 4.18 30, 1986 by Registrant, Harold D. Parkman to Registrant's Form and First Southern (Statesville, NC Property). 8-K dated May 15, 1986 4.42 Deed of Trust, Security Agreement and Assignment Filed as Exhibit 4.19 of Rents dated as of April 30, 1986 by Registrant, to Registrant's Form as Grantor, Charles Odom, as Trustee, and 8-K dated May 15, 1986 First Southern, as beneficiary (Austin, TX Property). 4.43 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.20 dated as of April 30, 1986 by Registrant, Charles Odom to Registrant's Form and First Southern (two Corpus Christi, TX Properties). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.44 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.21 dated as of April 30, 1986 by Registrant, Charles Odom and to Registrant's Form First Southern (McAllen and Weslaco, TX Properties). 8-K dated May 15, 1986 4.45 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.22 dated as of April 30, 1986 by Registrant, Charles Odom and to Registrant's Form First Southern (Nederland and Port Arthur, TX Properties). 8-K dated May 15, 1986 4.46 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.23 dated as of April 30, 1986 by Registrant, Charles Odom to Registrant's Form and First Southern (San Antonio, TX Property). 8-K dated May 15, 1986 4.47 Deed of Trust, Security Agreement and Assignment of Filed as Exhibit 4.24 Rents dated as of April 30, 1986 by Registrant, Charles to Registrant's Form Odom and First Southern (Victoria, TX Property). 8-K dated May 15, 1986 4.48 Deed of Trust, Security Agreement and Assignment of Filed as Exhibit 4.25 Rents dated as of April 30, 1986 by Registrant, Charles to Registrant's Form Odom and First Southern (Waco, TX Property). 8-K dated May 15, 1986 4.49 Deed of Trust, Security Agreement and Assignment of Rents Filed as Exhibit 4.26 dated as of April 30, 1986 by Registrant, Charles to Registrant's Form Odom and First Southern (West Orange, TX Property). 8-K dated May 15, 1986 4.50 Assignment of Leases and Rents dated as of April 30, Filed as Exhibit 4.27 1986 from Registrant, as Assignor, to First Southern, to Registrant's Form as Assignee (Bessemer and Birmingham, AL Properties). 8-K dated May 15, 1986 4.51 Assignment of Leases and Rents dated as of Filed as Exhibit 4.28 April 30, 1986 from Registrant to First to Registrant's Form Southern (Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986 4.52 Assignment of Leases and Rents dated as of Filed as Exhibit 4.29 April 30, 1986 from Registrant to First to Registrant's Form Southern (Decatur, AL Property). 8-K dated May 15, 1986 4.53 Assignment of Leases and Rents dated as of Filed as Exhibit 4.30 April 30, 1986 from Registrant to First to Registrant's Form Southern (Montgomery, AL Property). 8-K dated May 15, 1986 4.54 Assignment of Leases and Rents dated as of Filed as Exhibit 4.31 April 30, 1986 from Registrant to First to Registrant's Form Southern (Phenix, AL Property). 8-K dated May 15, 1986 4.55 Assignment of Leases and Rents dated as of Filed as Exhibit 4.32 April 30, 1986 from Registrant to First to Registrant's Form Southern (Columbus, GA Property). 8-K dated May 15, 1986 4.56 Assignment of Leases and Rents dated as of Filed as Exhibit 4.33 April 30, 1986 from Registrant to First to Registrant's Form Southern (Dalton, GA Property). 8-K dated May 15, 1986 4.57 Assignment of Leases and Rents dated as of April 30, 1986 Filed as Exhibit 4.34 from Registrant to First Southern (Alton, Collinsville to Registrant's Form and Wood River, IL Properties). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.58 Assignment of Leases and Rents dated as of Filed as Exhibit 4.35 April 30, 1986 from Registrant to First to Registrant's Form Southern (Belleville, IL Property). 8-K dated May 15, 1986 4.59 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.36 and Rents dated as of April 30, 1986 from to Registrant's Form Registrant to First Southern (Baton Rouge, 8-K dated May 15, 1986 LA Property). 4.60 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.37 and Rents dated as of April 30, 1986 from to Registrant's Form Registrant to First Southern (two Lake 8-K dated May 15, 1986 Charles, LA Properties). 4.61 Notice of Assignment and Assignment of Leases Filed as Exhibit 4.38 and Rents dated as of April 30, 1986 from to Registrant's Form Registrant to First Southern (West Monroe, 8-K dated May 15, 1986 LA Property). 4.62 Assignment of Leases and Rents dated as of Filed as Exhibit 4.39 April 30, 1986 from Registrant to First to Registrant's Form Southern (Breckenridge, Maplewood and 8-K dated May 15, 1986 Overland, MO Properties). 4.63 Assignment of Leases and Rents dated as of Filed as Exhibit 4.40 April 30. 1986 from Registrant to First to Registrant's Form Southern (St. Louis, MO Property). 8-K dated May 15, 1986 4.64 Assignment of Leases and Rents dated as of Filed as Exhibit 4.41 April 30, 1986 from Registrant to First to Registrant's Form Southern (Charlotte, NC Property). 8-K dated May 15, 1986 4.65 Assignment of Leases and Rents dated as of Filed as Exhibit 4.42 April 30, 1986 from Registrant to First to Registrant's Form Southern (Gastonia, NC Property). 8-K dated May 15, 1986 4.66 Assignment of Leases and Rents dated as of Filed as Exhibit 4.43 April 30, 1986 from Registrant to First to Registrant's Form Southern (Lenoir, NC Property). 8-K dated May 15, 1986 4.67 Assignment of Leases and Rents dated as of Filed as Exhibit 4.44 April 30, 1986 from Registrant to First to Registrant's Form Southern (Statesville, NC Property). 8-K dated May 15, 1986 4.68 Assignment of Leases and Rents dated as of Filed as Exhibit 4.45 April 30, 1986 from Registrant to First to Registrant's Form Southern (Austin, TX Property). 8-K dated May 15, 1986 4.69 Assignment of Leases and Rents dated as of Filed as Exhibit 4.46 April 30, 1986 from Registrant to First to Registrant's Form Southern (two Corpus Christi Properties). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.70 Assignment of Leases and Rents dated as of Filed as Exhibit 4.47 April 30, 1986 from Registrant to First to Registrant's Form Southern (McAllen and Weslaco, TX Properties). 8-K dated May 15, 1986 4.71 Assignment of Leases and Rents dated as of Filed as Exhibit 4.48 April 30, 1986 from Registrant to First Southern to Registrant's Form (Nederland and Port Arthur, TX Properties). 8-K dated May 15, 1986 4.72 Assignment of Leases and Rents dated as of Filed as Exhibit 4.49 April 30, 1986 from Registrant to First to Registrant's Form Southern (San Antonio, TX Property). 8-K dated May 15, 1986 4.73 Assignment of Leases and Rents dated as of Filed as Exhibit 4.50 April 30, 1986 from Registrant to First to Registrant's Form Southern (Victoria, TX Property). 8-K dated May 15, 1986 4.74 Assignment of Leases and Rents dated as of Filed as Exhibit 4.51 April 30, 1986 from Registrant to First to Registrant's Form Southern (Waco, TX Property). 8-K dated May 15, 1986 4.75 Assignment of Leases and Rents dated as of Filed as Exhibit 4.52 April 30, 1986 from Registrant to First to Registrant's Form Southern (West Orange, TX Property). 8-K dated May 15, 1986 4.76 Security Agreement dated as of April 30, 1986 Filed as Exhibit 4.53 between Registrant, as Borrower, and First to Registrant's Form Southern, as Lender. 8-K dated May 15, 1986 4.77 Master Loan Agreement dated as of April 30, Filed as Exhibit 4.54 1986 between Registrant and First Southern. to Registrant's Form 8-K dated May 15, 1986 4.78 Assignment of Lease from Jeffrey M. Browne Filed as Exhibit 4.1 and Anne M. Browne, dba JB Properties, as to Registrant's Form Assignor to the Registrant, as Assignee. 8-K dated May 29, 1986 4.89 Mortgage Note dated as of August 7, 1986 Filed as Exhibit 4.6 from Registrant to Union National. to Registrant's Form 8-K dated August 21, 1986 4.90 Assignment of Leases and Rents dated as of Filed as Exhibit 4.7 August 7, 1986 between Registrant, as to Registrant's Form 8-K Assignor, and Union National, as Assignee. dated August 21, 1986 4.91 Assignment of Rights in Contract of Sale Filed as Exhibit 4.8 dated as of July 31, 1986 between American to Registrant's Form 8-K Industrial Warehouse, Inc. and Registrant. dated August 21, 1986 4.92 Agreement to Assign Contract of Sale dated Filed as Exhibit 4.9 as of July 29, 1986 between American to Registrant's Form 8-K Industrial Warehouses, Inc., as Vendor, dated August 21, 1986 and CPA(R):5, as Vendee.
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.93 Bond Purchase Agreement, dated as of Filed as Exhibit 4.1 December 20, 1984, among Broward County, as to Registrant's Form 8-K Issuer, Armel, Inc. ("Armel"), as the dated October 1, 1986 Company, and NCNB National Bank of Florida ("NCNB"), as the Purchaser, relating to the Industrial Development Revenue Bond (the "Armel, Inc. Project"). 4.94 Mortgage and Security Agreement, dated as of Filed as Exhibit 4.2 December 20, 1984, between Armel, as the to Registrant's Form 8-K Mortgagor, and Broward County, as the dated October 1, 1986 Mortgagee. 4.95 Assignment of Rights, dated as of December Filed as Exhibit 4.3 20, 1984 between Broward County, as to Registrant's Form 8-K Assignor, and NCNB, as Assignee. dated October 1, 1986 4.96 Installment Purchase Contract, dated as of Filed as Exhibit 4.4 December 20, 1984, between Broward County, to Registrant's Form 8-K as Issuer, and Armel, as the Company, dated October 1, 1986 relating to the Armel, Inc. Project. 4.97 Corporate Guaranty Agreement, dated as of Filed as Exhibit 4.5 December 28, 1984 by Armel, as Guarantor, to Registrant's Form 8-K and the subsidiaries of Armel, as dated October 1, 1986 additional Guarantors, to NCNB, as the Bank, and any subsequent Bond owners, relating to the Armel, Inc. Project. 4.98 Bond Put Agreement, dated as of December 20, Filed as Exhibit 4.6 1984 from Armel, as Optionor, to NCNB, as to Registrant's Form 8-K Optionee. dated October 1, 1986 4.99 Letter, dated September 2, 1986, from NCNB, Filed as Exhibit 4.7 as holder of the Mortgage and Security to Registrant's Form 8-K Agreement dated as of December 20, 1984, to dated October 1, 1986 Registrant, granting its consent to the purchase of the Armel Property by Registrant from Armel, and the leasing of the Armel Property from Registrant to Armel. 4.100 Collateral Assignment of Leases, Rent and Filed as Exhibit 4.8 Profits, made as of September 5, 1986, by to Registrant's Form 8-K and between Registrant, as Assignor, and dated October 1, 1986 NCNB, as Assignee. 4.101 Certificate of Purchaser, dated September 5, Filed as Exhibit 4.9 1986, from Registrant, as Purchaser, to to Registrant's Form 8-K Armel, as Seller. dated October 1, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.102 Assumption and Consent Agreement, dated as Filed as Exhibit 4.10 of September 5, 1986 by and between to Registrant's Form 8-K Registrant and Armel, collectively as the dated October 1, 1986 Guarantors, with NCNB, as the Bondholder, and Broward County, as Issuer. 4.103 $2,700,000 Promissory Note dated October 1, Filed as Exhibit 4.1 1986 from the Registrant, as borrower, to to Registrant's Form 8-K New England Mutual Life Insurance Company dated October 15, 1986 ("New England Mutual Life"), as Lender. 4.104 Mortgage and Security Agreement dated as of Filed as Exhibit 4.2 October 1, 1986 between the Registrant, as to Registrant's Form 8-K Borrower, and New England Mutual Life, as dated October 15, 1986 Lender and Secured Party. 4.105 Assignment of Leases and Rents dated as of Filed as Exhibit 4.3 October 1, 1986 from Registrant, as Borrower, to Registrant's Form 8-K to New England Mutual Life, as Lender. dated October 15, 1986 4.106 $2,000,000 Promissory Note dated October 8, Filed as Exhibit 4.4 1986 from the Registrant, as Borrower, to to Registrant's Form 8-K St. Paul Life Insurance Company ("St. Paul dated October 15, 1986 Life"), as Lender. 4.107 Mortgage, Security Agreement and Financing Filed as Exhibit 4.5 Statement dated as of October 8, 1986 between to Registrant's Form 8-K the Registrant, as Mortgagor, and St. Paul dated October 15, 1986 Life, as Mortgagee and Secured Party. 4.108 Assignment of Rents and Leases dated as of Filed as Exhibit 4.6 October 8, 1986 from the Registrant, as to Registrant's Form 8-K Assignor, to St. Paul Life, as Assignee. dated October 15, 1986 4.109 $7,000,000 Non-Recourse Cognovit Term Note Filed as Exhibit 4.1 dated December 23, 1986 from the Registrant, to Registrant's Form 8-K as Borrower, to The Toledo Trust Company dated January 6, 1987 ("Toledo Trust"), as Lender. 4.110 Mortgage dated December 23, 1986 between Filed as Exhibit 4.2 the Registrant, as Borrower, and Toledo to Registrant's Form 8-K Trust, as Lender, for Pinconning, Michigan dated January 6, 1987 property. 4.111 Assignment of Leases and Rents dated Filed as Exhibit 4.3 December 23, 1986 from Registrant, as to Registrant's Form 8-K Borrower, to Toledo Trust, as Lender for dated January 6, 1987 Pinconning, Michigan property. 4.112 Mortgage dated December 23, 1986 between Filed as Exhibit 4.4 the Registrant, as Borrower, and Toledo to Registrant's Form 8-K Trust, as Lender, for Toledo, Ohio property. dated January 6, 1987
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.113 Assignment of Leases and Rents dated December 23, Filed as Exhibit 4.5 1986 from Registrant, as Borrower, to Toledo Trust, to Registrant's Form 8-K as Lender for Toledo, Ohio property. dated January 6, 1987 4.118 Loan Agreement dated May 23, 1987 Filed as Exhibit 4.2 between Registrant, as Borrower, and to Registrant's Form 8-K First Southern, as Lender. dated May 27, 1987 4.119 Deed of Trust, Assignment of Rents, dated May 13, 1987 Filed as Exhibit 4.3 by Registrant, as Trustor, Ticor Title Insurance Company dated May 27, 1987 of California, as Trustee, and First Southern as Beneficiary, affecting properties located in Los Angeles County, California. 4.120 Security Agreement dated May 23, 1987 Filed as Exhibit 4.4 between Registrant, as Debtor, and to Registrant's Form 8-K First Southern, as Secured Party. dated May 27, 1987 4.121 Assignment of Lessor's Interest in Leases dated May 13, Filed as Exhibit 4.5 1987, from Registrant to First Southern affecting to Registrant's Form 8-K properties located in Los Angeles County, California. dated May 27, 1987 4.122 $7,250,000 Note dated May 13, 1987, from Filed as Exhibit 4.1 Registrant to First Southern Federal Savings to Registrant's Form 8-K and Loan Association ("First Southern"). dated May 27, 1987 4.123 Loan Agreement dated May 13, 1987 between Filed as Exhibit 4.2 Registrant, as Borrower, and First Southern, to Registrant's Form 8-K as Lender. dated May 27, 1987 4.124 Deed of Trust, Assignment of Rents, Security 1987 by Filed as Exhibit 4.3 Registrant, as Trustor, Ticor Title Insurance Company dated May 27, 1987 of California, as Trustee, and First Southern, as Beneficiary, affecting properties located in Los Angeles County, California. 4.125 Security Agreement dated May 13, 1987 Filed as Exhibit 4.4 between Registrant, as Debtor, and First to Registrant's Form 8-K Southern, as Secured Party. dated May 27, 1987 4.126 Assignment of Lessor's Interest in Leases dated May 13, Filed as Exhibit 4.5 1987, from Registrant to First Southern affecting to Registrant's Form 8-K properties located in Los Angeles County, California. dated May 27, 1987 4.127 $12,000,000 Promissory Note dated November Filed as Exhibit 4.1 16, 1987 from Registrant and CPA(R):7, as to Registrant's Form 8-K Borrower, to Ford, as Holder. dated February 8, 1988 4.128 Mortgage and Assignment of Leases and Rents and Security Filed as Exhibit 4.2 Agreement dated November 18, 1987 between Registrant to Registrant's Form 8-K and CPA(R):7, as Mortgagor, and Ford, as Mortgagee. dated February 8, 1988 4.129 $2,000,000 Deed of Trust Note dated January Filed as Exhibit 4.3 21, 1988 from Registrant, as Borrower, to to Registrant's Form 8-K Altus Bank, N.A., as Lender. dated February 8, 1988
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Exhibit Method of No. Description Filing - ------- ----------- --------- 4.130 Deed of Trust dated January 21, 1988 by and among Filed as Exhibit 4.4 Registrant, as Grantor, and Jerry M. Broughton and to Registrant's Form 8-K Roland V. Lee, Jr., as Trustees. dated February 8, 1988 4.131 Security Agreement dated January 21, 1988 between Filed as Exhibit 4.5 Registrant, as Borrower, and Altus Bank, N.A., as to Registrant's Form 8-K Lender. dated February 8, 1988 10.1 Agreement of Sale dated February 14, 1985 by and between Exhibit 10.1 to Form 8-K Victor Equipment Company ("Victor") and Registrant. filed February 28, 1985 10.2 Lease Agreement dated February 15, 1985 between Registrant Exhibit 10.2 to Form 8-K as landlord and Stoody Company ("Stoody") as tenant. filed February 28, 1985 10.3 Subordination, nondisturbance and Attornment Agreement Exhibit 10.3 to Form 8-K dated February 15, 1985 among Hutton Life, Registrant filed February 28, 1985 and Stoody. 10.4 Lease Agreement dated August 13, 1985 between Registrant Filed as Exhibit 10.1 and Sunroc Corporation ("Sunroc"). to Registrant's Form 10-Q dated November 14, 1985 10.5 Memorandum of Lease dated August 13, Filed as Exhibit 10.2 1985 between Registrant and Sunroc. to Registrant's Form 10-Q dated November 14, 1985 10.6 Guaranty dated August 13, 1985 by Filed as Exhibit 10.3 SFA Acquisition Company to Registrant. to Registrant's Form 10-Q dated November 14, 1985 10.7 Lease Agreement dated December 23, Filed as Exhibit 10.4 1985 between Registrant, as Lessor, to Registrant's Form 8-K and Gould Inc., as Lessee. dated January 6, 1986 10.8 Memorandum of Lease dated December 23, Filed as Exhibit 10.5 1985, between Registrant, as Landlord, to Registrant's Form 8-K and Gould Inc., as Tenant. dated January 6, 1986 10.9 Lease Agreement dated January 17, Filed as Exhibit 10.1 1986 by and between Registrant as to Registrant's Form 8-K Landlord, and Malone & Hyde, as Tenant. dated January 30, 1986 10.10 Lease Amendment dated January 17, Filed as Exhibit 10.2 1986 between Registrant and Malone to Registrant's Form 8-K & Hyde. dated January 30, 1986 10.11 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.3 between Registrant, as Landlord, and Malone to Registrant's Form 8-K & Hyde, as Tenant, for Charlotte, NC property. dated January 30, 1986 10.12 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.4 between Registrant, as Landlord, and Malone to Registrant's Form 8-K & Hyde, as Tenant, for Gastonia, NC property. dated January 30, 1986 10.13 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.5 between Registrant, as Landlord, and Malone to Registrant's Form 8-K & Hyde, as Tenant, for Lenoir, NC property. dated January 30, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 10.14 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.6 between Registrant, as Landlord, and Malone to Registrant's Form 8-K & Hyde, as Tenant, for Statesville, NC property. dated January 30, 1986 10.15 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.7 between Registrant, as Landlord, and Malone to Registrant's Form 8-K & Hyde, as Tenant for Austin, TX property. dated January 30, 1986 10.16 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.8 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant, for the two Corpus Christi, TX properties. dated January 30, 1986 10.17 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.9 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant for McAllen and Weslaco, TX properties. dated January 30, 1986 10.18 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.10 between Registrant, as Landlord, and Malone & Hyde, to Registrant's Form 8-K as Tenant, for Nederland and Port Arthur, TX properties. dated January 30, 1986 10.19 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.11 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant, for San Antonio, TX property. dated January 30, 1986 10.20 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.12 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant for Victoria, TX properties. dated January 30, 1986 10.21 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.13 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant for Waco, TX property. dated January 30, 1986 10.22 Memorandum of Lease dated January 17, 1986 Filed as Exhibit 10.14 between Registrant, as Landlord, and Malone & to Registrant's Form 8-K Hyde, as Tenant, for West Orange, TX property. dated January 30, 1985 10.23 Joint Venture Agreement dated January Filed as Exhibit 10.1 30, 1986 between Registrant and CPA(R):5. to Registrant's Form 8-K dated March 13, 1986 10.24 Lease Agreement dated as of January Filed as Exhibit 10.2 30, 1986 by and between Registrant and to Registrant's Form 8-K CPA(R):5, collectively as Landlord, and dated March 13, 1986 Lakes Hotel Corporation ("Great Lakes"), March 13, 1986 as Tenant.
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Exhibit Method of No. Description Filing - ------- ----------- --------- 10.25 Lease Agreement dated as of March 6, Filed as Exhibit 10.3 1986 by and between Registrant and to Registrant's Form 8-K CPA(R):5, collectively as Landlord, and dated March 13, 1986 Northwoods Hotel Corporation ("Northwoods"), as Tenant 10.26 Memorandum of Lease dated January 30, Filed as Exhibit 10.4 1986 between Registrant and CPA(R):5, to Registrant's Form 8-K collectively, as Landlord, and Great dated March 13, 1986 Lakes, as Tenant. 10.27 Memorandum of Lease dated March 6, Filed as Exhibit 10.5 1986 between Registrant and CPA(R):5, to Registrant's Form 8-K as Landlord, and Northwoods, as dated March 13, 1986 Tenant. 10.28 Lease Guaranty dated January 30, Filed as Exhibit 10.6 1986 from Landmark Hotel Corporation to Registrant's Form 8-K ("Landmark"), as Guarantor, to dated March 13, 1986 Registrant and CPA(R):5, collectively, as Landlord. 10.29 Lease Guaranty dated March 6, 1986 Filed as Exhibit 10.7 from Landmark, as Guarantor, to to Registrant's Form 8-K Registrant and CPA(R):5, collectively as dated March 13, 1986 Landlord. 10.30 Lease Agreement dated April 30, 1986 between Filed as Exhibit 10.1 Registrant, as Landlord, and Malone & Hyde, to Registrant's Form as Tenant. 8-K dated May 15, 1986 10.31 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.2 1986 between Registrant and Malone & Hyde to Registrant's Form (Bessemer and Birmingham, AL Properties). 8-K dated May 15, 1986 10.32 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.3 1986 between Registrant and Malone & Hyde to Registrant's Form (Chickasaw and Mobile, AL Properties). 8-K dated May 15, 1986 10.33 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.4 1986 between Registrant and Malone & Hyde to Registrant's Form (Decatur, AL Property). 8-K dated May 15, 1986 10.34 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.5 1986 between Registrant and Malone & Hyde to Registrant's Form (Montgomery, AL Property). 8-K dated May 15, 1986 10.35 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.6 1986 between Registrant and Malone & Hyde to Registrant's Form (Phenix, AL Property). 8-K dated May 15, 1986 10.36 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.7 1986 between Registrant and Malone & Hyde to Registrant's Form (Columbus, GA Property). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 10.37 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.8 1986 between Registrant and Malone & Hyde to Registrant's Form (Dalton, GA Property). 8-K dated May 15, 1986 10.38 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.9 1986 between Registrant and Malone & Hyde to Registrant's Form (Alton, Collinsville and Wood River, 8-K dated May 15, 1986 IL Properties). 10.39 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.10 1986 between Registrant and Malone & Hyde to Registrant's Form (Belleville, IL Property). 8-K dated May 15, 1986 10.40 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.11 1986 between Registrant and Malone & Hyde to Registrant's Form (Baton Rouge, LA Property). 8-K dated May 15, 1986 10.41 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.12 1986 between Registrant and Malone & Hyde to Registrant's Form (Two Lake Charles, LA Properties). 8-K dated May 15, 1986 10.42 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.13 1986 between Registrant and Malone & Hyde to Registrant's Form (West Monroe, LA Property). 8-K dated May 15, 1986 10.43 Memorandum of Lease dated as of April 30, Filed as Exhibit 10.14 1986 between Registrant and Malone & Hyde to Registrant's Form (Breckenridge, Maplewood, Overland and 8-K dated May 15, 1986 St. Louis, MO Properties). 10.44 Lease Agreement between JB Properties, as Filed as Exhibit 10.1 Lessor, and Gould Inc. ("Gould"), as Lessee. to Registrant's Form 8-K dated May 29, 1986 10.45 Lease Agreement dated as of June 18, 1986 Filed as Exhibit 10.1 between Registrant, as Landlord, and to Registrant's Form Peerless, as Tenant. 8-K dated July 2, 1986 10.46 Memorandum of Lease made as of June 18, 1986 Filed as Exhibit 10.2 between Registrant and Peerless. to Registrant's Form 8-K dated July 2, 1986 10.47 Lease Agreement dated as of August 7, 1986 Filed as Exhibit 10.1 between Registrant, as Landlord, and Pace, to Registrant's Form 8-K as Tenant. dated August 21, 1986 10.48 Memorandum of Lease made as of August 7, 1986 Filed as Exhibit 10.2 between Registrant and Pace. to Registrant's Form 8-K dated August 21, 1986 10.49 Lease Agreement dated as of July 29, 1986 Filed as Exhibit 10.3 between Registrant and GCC Minnesota. to Registrant's Form 8-K dated August 21, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 10.50 Memorandum of Lease made as of July 29, 1986 Filed as Exhibit 10.4 between Registrant and GCC Minnesota. to Registrant's Form 8-K dated August 21, 1986 10.51 Lease Guaranty dated as of July 29, 1986 Filed as Exhibit 10.5 from GCC as Guarantor to Registrant, as to Registrant's Form 8-K Landlord. dated August 21, 1986 10.52 Lease Agreement dated as of September 5, 1986 Filed as Exhibit 10.1 by and between Registrant, as Landlord, and to Registrant's Form 8-K Armel, as Tenant. dated October 1, 1986 10.53 Rider to Lease Agreement, dated as of Filed as Exhibit 10.2 September 5, 1986. to Registrant's Form 8-K dated October 1, 1986 10.54 Memorandum of Lease, made as of September 5, Filed as Exhibit 10.3 1986, between Registrant and Armel. to Registrant's Form 8-K dated October 1, 1986 10.55 Lease Agreement dated December 23, 1986 by Filed as Exhibit 10.1 and between Registrant, as Landlord, to Registrant's Form 8-K and AP, as Tenant. dated January 6, 1987 10.56 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.2 between Registrant, as Landlord, and AP, as to Registrant's Form 8-K Tenant, for Pinconning, Michigan property. dated January 6, 1987 10.57 Memorandum of Lease dated December 23, 1986 Filed as Exhibit 10.3 between Registrant, as Landlord, and AP, as to Registrant's Form 8-K Tenant, for Toledo, Ohio property. dated January 6, 1987 10.58 Lease Agreement dated February 24, 1987 Filed as Exhibit 10.1 by and between Registrant, as Landlord, and to Registrant's Form 8-K Anthony's, as Tenant. dated March 10, 1987 10.59 Memorandum of Lease dated February 24, 1987 Filed as Exhibit 10.2 between Registrant, as Landlord, and to Registrant's Form 8-K Anthony's, as Tenant. dated March 10, 1987 10.60 Lease Agreement dated November 16, 1987 by Filed as Exhibit 10.1 and between Registrant and CPA(R):7, as to Registrant's Form 8-K Landlord, and Brock, as Tenant. dated February 8, 1988 10.61 Assignment of Leases and Rents dated January Filed as Exhibit 10.2 21, 1988 from Registrant, as Assignor, to to Registrant's Form 8-K Altus Bank, N.A., as Assignee. dated February 8, 1988 10.62 Lease Agreement dated March 10, 1988 Filed as Exhibit 10.62 by and between Registrant and as to Registrant's Form 10-K Landlord, and Winn-Dixie, as Tenant. dated March 30, 1988
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Exhibit Method of No. Description Filing - ------- ----------- --------- 10.63 Lease Guaranty dated March 10, 1988 Filed as Exhibit 10.63 from Winn-Dixie Stores, as Guarantor, to Registrant's Form 10-K to Registrant, as Lessor. dated March 30, 1988 28.1 Bill of Sale dated February 14, 1985 Exhibit 28.1 to Form 8-K from Stoody to Victor. filed February 28, 1985 28.2 Bill of Sale dated February 14, 1985 Exhibit 28.2 to Form 8-K from Victor to Registrant. filed February 28, 1985 28.3 Corporation Grant Deed dated February Exhibit 28.3 to Form 8-K 14, 1985 from Stoody to Victor. filed February 28, 1985. 28.4 Corporation Grant Deed dated February Exhibit 28.4 to Form 8-K 14, 1985 from Victor to Registrant. filed February 28, 1985. 28.5 Deed dated July 12, 1985 between Filed as Exhibit 28.1 LaSalle National Bank (LaSalle") and to Registrant's Form 10-Q Registrant. dated November 14, 1985 28.6 Bill of Sale dated August 16, 1985 by Filed as Exhibit 28.2 Telkee, Inc. ("Telkee") to Registrant. to Registrant's Form 10-Q dated November 14, 1985 28.7 Seller's Certificate dated August 16, Filed as Exhibit 28.3 1985 by Telkee to Registrant. to Registrant's Form 10-Q dated November 14, 1985 28.8 Lesee's Certificate dated August 16, Filed as Exhibit 28.4 1985 by Sunroc to Registrant. to Registrant's Form 10-Q Form 10-Q dated November 14, 1985 28.9 Deed dated December 19, 1985 from Filed as Exhibit 28.5 Gould Inc. to Registrant. to Registrant's Form 8-K Form 8-K dated January 6, 1986 28.10 Bill of Sale dated December 23, 1985 Filed as Exhibit 28.6 from Gould Inc. to Registrant. to Registrant's Form 8-K dated January 6, 1986 28.11 Purchase Agreement dated July 25, 1985 Filed as Exhibit 28.7 by Gould Inc., as Seller, with JB to Registrant's Properties, as Buyer. Form 8-K dated January 6, 1986 28.12 North Carolina General Warranty Deed Filed as Exhibit 28.1 dated January 17, 1986 by and between to Registrant's Malone & Hyde, as Grantor and From 8-K dated Registrant, as Grantee, for Charlotte, January 6, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.13 North Carolina General Warranty Deed Filed as Exhibit 28.2 dated January 17, 1986 by and between to Registrant's Malone & Hyde, as Grantor, and Form 8-K dated Registrant, as Grantee, for Gastonia, January 30, 1986 NC property. 28.14 North Carolina General Warranty Deed Filed as Exhibit 28.3 dated January 17, 1986 by and between to Registrant's Malone & Hyde, as Grantor, and Form 8-K dated Registrant, as Grantee, for Lenoir, January 30, 1986 NC property. 28.15 North Carolina General Warranty Deed Filed as Exhibit 28.4 dated January 17, 1986 by and between to Registrant's Malone & Hyde, as Grantor, and Form 8-K dated Registrant, as Grantee, for January 30, 1986 Austin, TX property. 28.16 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.5 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Austin, TX property. January 30, 1986 28.17 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.6 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Corpus Christi (Unit No. 1328), TX January 30, 1986 property. 28.18 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.7 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Corpus Christi (Unit No. 1344), TX January 30, 1986 property. 28.19 Warranty Deed dated January 17,1986 Filed as Exhibit 28.8 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as grantee, for Form 8-K dated McAllen, TX property. January 30, 1986 28.20 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.9 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated McAllen TX property. January 30, 1986 28.21 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.10 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Port Arthur, TX property. January 30, 1986 28.22 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.11 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated San Antonio, TX property. January 30, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.23 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.12 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Victoria, TX property. January 30, 1986 28.24 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.13 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee, for Form 8-K dated Waco, TX property. January 30, 1986 28.25 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.14 between Malone & Hyde, as Grantor, to Registrant's and Registrant, as Grantee for Form 8-K dated Weslaco, TX property. January 30, 1986 28.26 Warranty Deed dated January 17, 1986 Filed as Exhibit 28.15 between Malone & Hyde, as Grantor to Registrant's and Registrant, as Grantee for Form 8-K dated West Orange, TX property. January 30, 1986 28.27 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.16 from Malone & Hyde to Registrant for to Registrant's Charlotte, NC property. Form 8-K dated January 30, 1986 28.28 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.17 from Malone & Hyde to Registrant for to Registrant's Gastonia, NC property. Form 8-K dated January 30, 1986 28.29 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.18 from Malone & Hyde to Registrant for to Registrant's Lenoir, NC property. Form 8-K dated January 30, 1986 28.30 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.19 from Malone & Hyde to Registrant for to Registrant's Statesville, NC property. Form 8-K dated January 30, 1986 28.31 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.20 from Malone & Hyde to Registrant for to Registrant's Austin, TX property. Form 8-K dated January 30, 1986 28.32 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.21 from Malone & Hyde to Registrant for to Registrant's Corpus Christi (Unit No. 1328, TX Form 8-K dated property. January 30, 1986 28.33 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.22 from Malone & Hyde to Registrant for to Registrant's Corpus Christi (Unit No. 1344), TX From 8-K dated property. January 30, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.34 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.23 from Malone & Hyde to Registrant for to Registrant's McAllen, TX property. Form 8-K dated January 30, 1986 28.35 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.24 from Malone & Hyde to Registrant for to Registrant's Nederland, TX property. Form 8-K dated January 30, 1986 28.36 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.25 from Malone & Hyde to Registrant for to Registrant's Port Arthur, TX property. From 8-K dated January 30, 1986 28.37 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.26 from Malone & Hyde to Registrant for to Registrant's San Antonio, TX property. Form 8-K dated January 30, 1986 28.38 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.27 from Malone & Hyde to Registrant for to Registrant's Victoria, TX property. Form 8-K dated January 30, 1986 28.39 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.28 from Malone & Hyde to Registrant for to Registrant's Waco, TX property. Form 8-K dated January 30, 1986 28.40 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.29 from Malone & Hyde to Registrant for to Registrant's Weslaco, TX property. Form 8-K dated January 30, 1986 28.41 Bill of Sale dated January 17, 1986 Filed as Exhibit 28.30 from Malone & Hyde to Registrant for to Registrant's West Orange, TX property. From 8-K dated January 30, 1986 28.42 Waranty Deed dated January 30, 1986 Filed as Exhibit 28.1 among Adventure Restaurant Corporation to Registrant's ("Adventure"), Registrant and CPA(R):5. Form 8-K dated March 13, 1986 28.43 Waranty Deed dated March 6, 1986 Filed as Exhibit 28.2 among Adventure, Registrant and CPA(R):5. to Registrant's Form 8-K dated March 13, 1986 28.44 Bill of Sale dated January 30, 1986 Filed as Exhibit 28.3 from Adventure to Registrant and CPA(R):5. to Registrant's Form 8-K dated March 13, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.45 Bill of Sale dated March 6, 1986 Filed as Exhibit 28.4 Adventure to Registrant and CPA(R):5. to Registrant's Form 8-K dated March 13, 1986 28.46 Seller/Lessee.s Certificate dated as of Filed as Exhibit 28.1 April 30, 1986 from Malone & Hyde to to Registrant's Form Registrant. 8-K dated May 15, 1986 28.47 Bill of Sale dated as of April 30, 1986 Filed as Exhibit 28.2 from Malone & Hyde to Registrant (Bessemer, to Registrant's Form AL Property). 8-K dated May 15, 1986 28.48 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.3 Malone & Hyde to Registrant (Birmingham, to Registrant's Form AL Property). 8-K dated May 15, 1986 28.49 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.4 Malone & Hyde to Registrant (Chickasaw, to Registrant's Form AL Property). 8-K dated May 15, 1986 28.50 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.5 Malone & Hyde to Registrant (Decatur, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.51 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.6 Malone & Hyde to Registrant (Mobile, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.52 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.7 Malone & Hyde to Registrant (Montgomery, to Registrant's Form AL Property). 8-K dated May 15, 1986 28.53 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.8 Malone & Hyde to Registrant (Phenix, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.54 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.9 Malone & Hyde to Registrant (Columbus, GA to Registrant's Form Property). 8-K dated May 15, 1986 28.55 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.10 Malone & Hyde to Registrant (Dalton, GA to Registrant's Form Property). 8-K dated May 15, 1986 28.56 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.11 Malone & Hyde to Registrant (Alton, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.57 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.12 Malone & Hyde to Registrant (Belleville, IL to Registrant's Form Property). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.58 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.13 Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.59 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.14 Malone & Hyde to Registrant (Wood River, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.60 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.15 Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form Property). 8-K dated May 15, 1986 28.61 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.16 Malone & Hyde to Registrant (Medora St., to Registrant's Form Lake Charles, LA Properties). 8-K dated May 15, 1986 28.62 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.17 Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form Lake Charles, LA Property). 8-K dated May 15, 1986 28.63 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.18 Malone & Hyde to Registrant (West Monroe, LA to Registrant's Form Property). 8-K dated May 15, 1986 28.64 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.19 Malone & Hyde to Registrant (Breckenridge, to Registrant's Form MO Property). 8-K dated May 15, 1986 28.65 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.20 Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.66 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.21 Malone & Hyde to Registrant (Overland, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.67 Bill of Sale dated as of April 30, 1986 from Filed as Exhibit 28.22 Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.68 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.23 Malone & Hyde, as Grantor, to Registrant, as to Registrant's Form Grantee (Bessemer, AL Property). 8-K dated May 15, 1986 28.69 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.24 Malone & Hyde to Registrant (Birmingham, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.70 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.25 Malone & Hyde to Registrant (Chickasaw, AL to Registrant's Form Property). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.71 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.26 Malone & Hyde to Registrant (Decatur, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.72 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.27 Malone & Hyde to Registrant (Mobile, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.73 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.28 Malone & Hyde to Registrant (Montgomery, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.74 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.29 Malone & Hyde to Registrant (Phenix, AL to Registrant's Form Property). 8-K dated May 15, 1986 28.75 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.30 Malone & Hyde to Registrant (Columbus, GA to Registrant's Form Property). 8-K dated May 15, 1986 28.76 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.31 Malone & Hyde to Registrant (Dalton. GA to Registrant's Form Property). 8-K dated May 15, 1986 28.77 Warranty Deed dated as ot April 30, 1986 from Filed as Exhibit 28.32 Malone & Hyde to Registrant (Alton, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.78 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.33 Malone & Hyde to Registrant (Belleville, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.79 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.34 Malone & Hyde to Registrant (Collinsville, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.80 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.35 Malone & Hyde to Registrant (Wood River, IL to Registrant's Form Property). 8-K dated May 15, 1986 28.81 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.36 Malone & Hyde to Registrant (Baton Rouge, LA to Registrant's Form Property). 8-K dated May 15, 1986 28.82 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.37 Malone & Hyde to Registrant (Medora St., Lake to Registrant's Form Charles, LA Property). 8-K dated May 15, 1986 28.83 Cash Sale Deed dated as of April 30, 1986 from Filed as Exhibit 28.38 Malone & Hyde to Registrant (Prien Lake Rd., to Registrant's Form Lake Charles, LA Property). 8-K dated May 15, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.84 Cash Deed dated as of April 30, 1986 from Filed as Exhibit 28.39 Malone & Hyde to Registrant (West Monroe, to Registrant's Form LA Property). 8-K dated May 15, 1986 28.85 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.40 Malone & Hyde to Registrant (Breckenridge, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.86 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.41 Malone & Hyde to Registrant (Maplewood, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.87 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.42 Malone & Hyde to Registrant (Overland, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.88 Warranty Deed dated as of April 30, 1986 from Filed as Exhibit 28.43 Malone & Hyde to Registrant (St. Louis, MO to Registrant's Form Property). 8-K dated May 15, 1986 28.89 Letter dated April 30, 1986 from First Filed as Exhibit 28.44 Southern to Registrant regarding the to Registrant's Form understanding that interest on the Note will 8-K dated May 15, 1986 begin accruing as of the date of the wiring of the funds. 28.90 Letter dated April 30, 1986 from Registrant Filed as Exhibit 28.45 to Malone & Hyde and agreed to by First to Registrant's Form Southern regarding the understanding that the 8-K dated May 15, 1986 Lease will commence as of the date of the wiring of the funds. 28.91 Seller's Certificate from Jeffrey M. Browne Filed as Exhibit 28.1 and Anne M. Browne, collectively as Seller, to Registrant's Form to Registrant, as Purchaser. 8-K dated May 29, 1986 28.92 Lessee's Certificate from Gould, as Lessee, Filed as Exhibit 28.2 to Registrant, as Lessor. to Registrant's Form 8-K dated May 29, 1986 28.93 Deed between Jeffrey M. Browne and Anne M. Filed as Exhibit 28.3 Browne, as Transferor and Registrant, as to Registrant's Form Transferee. 8-K dated May 29, 1986 28.94 Bill of Sale from Jeffrey M. Browne and Filed as Exhibit 28.4 Anne M. Browne to Registrant. to Registrant's Form 8-K dated May 29, 1986 28.95 Bill of Sale dated June 18, 1986 from Filed as Exhibit 28.1 Peerless to Registrant. to Registrant's Form 8-K dated July 2, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.96 Warranty Deed dated June 18, 1986 from Filed as Exhibit 28.2 Peerless to Registrant. to Registrant's Form 8-K dated July 2, 1986 28.97 Seller/Lessee's Certificate from Peerless to Filed as Exhibit 28.3 Registrant dated June 18, 1986. to Registrant's Form 8-K dated July 2, 1986 28.98 Certificate dated June 18, 1986 from Peerless Filed as Exhibit 28.4 to Northwestern and Western States. to Registrant's Form 8-K dated July 2, 1986 28.99 Certificate dated June 18, 1986 from Filed as Exhibit 28.5 Registrant to Northwestern and to Registrant's Form Western States. 8-K dated July 2, 1986 28.100 Bill of Sale dated as of August 7, 1986 Filed as Exhibit 28.1 from Pace to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.101 Deed dated as of August 7, 1986 from Pace Filed as Exhibit 28.2 to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.102 Seller/Lessee s Certificate dated as of Filed as Exhibit 28.3 August 7, 1986 from Pace to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.103 Bill of Sale dated as of July 30, 1986 from Filed as Exhibit 28.4 GCC Minnesota to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.104 Warranty Deed dated as of July 29, 1986 from Filed as Exhibit 28.5 GCC Minnesota to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.105 Seller's Certificate dated as of July 29, Filed as Exhibit 28.6 1986 from GCC Minnesota to Registrant. to Registrant's Form 8-K dated August 21, 1986 28.106 Indemnity Agreement dated as of Filed as Exhibit 28.7 July 30, 1986. to Registrant's Form 8-K dated August 21, 1986 28.107 Registrant's Current Report on Form 8-K Filed as Exhibit 28.8 dated January 6, 1986. to Registrant's Form 8-K dated August 21, 1986 28.108 Bill of Sale, dated September 5, 1986, from Filed as Exhibit 28.1 Armel to Registrant. to Registrant's Form 8-K dated October 1, 1986
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.109 Warranty Deed, made as of September 5, 1986, Filed as Exhibit 28.2 by Armel, as Grantor, to Registrant, as to Registrant's Form 8-K Grantee. dated October 1, 1986 28.110 Seller/Lessee's Certificate, dated September Filed as Exhibit 28.3 5, 1986, from Armel, as Seller, to Registrant to Registrant's Form 8-K as Purchaser. dated October 1, 1986 28.111 Escrow Letter from Greenburg, Traurig, Askew, Filed as Exhibit 28.4 Hoffman, Lipoff, Rosen & Quentel, P.A., to Registrant's Form 8-K acknowledged and consented to on September dated October 1, 1986 3, 1986, by Armel and Registrant. 28.112 Escrow Trust Instructions dated October, 1986 Filed as Exhibit 28.1 to Chicago Title and Trust Company, as Escrow to Registrant's Form 8-K Trustee, from Registrant and Focus Real Estate dated October 15, 1986 Finance Company, on behalf of St. Paul Life. 28.113 Letter dated October 6, 1986 from Fidelity Filed as Exhibit 28.2 Bank to St. Paul Life confirming that Folger to Registrant's Form 8-K Adam, as Tenant, is not in default under the dated October 15, 1986 Credit Agreement referred to in the Assignment of Tenant's Interest in Leases. 28.114 Letter dated October 8, 1986 from St. Paul Filed as Exhibit 28.3 Life to Registrant in connection with the to Registrant's Form 8-K mortgage loan. dated October 15, 1986 28.115 Bill of Sale dated December 23, 1986 from Filed as Exhibit 28.1 AP to Registrant. to Registrant's Form 8-K dated January 6, 1987 28.116 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.2 by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K for Pinconning, Michigan property. dated January 6, 1987 28.117 Warranty Deed, made as of December 19, 1986 Filed as Exhibit 28.3 by AP, as Grantor, to Registrant, as Grantee, to Registrant's Form 8-K for Toledo, Ohio property. dated January 6, 1987 28.118 Seller/Tenant's Certificate dated December Filed as Exhibit 28.4 23, 1986, from AP, as Seller, to Registrant, to Registrant's Form 8-K as Purchaser. dated January 6, 1987 28.119 Corporation Grant Deed, made as of February Filed as Exhibit 28.1 20, 1987, by Anthony's, as Grantor, to to Registrant's Form 8-K Registrant, as Grantee. dated March 10, 1987 28.120 Seller's/Lessee's Certificate dated February Filed as Exhibit 28.2 24, 1987, from Anthony's, as Seller, to to Registrant's Form 8-K Registrant, as Purchaser. dated March 10, 1987
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Exhibit Method of No. Description Filing - ------- ----------- --------- 28.121 Deed dated November 12, 1987 between Filed as Exhibit 28.1 Northwestern, as Transferor, to Registrant to Registrant's Form 8-K and CPA(R):7, as Transferee. dated February 8, 1988 28.122 Bill of Sale dated November 12, 1987 from Filed as Exhibit 28.2 Northwestern, as Seller, to Registrant and to Registrant's Form 8-K CPA(R):7, as Purchaser. dated February 8, 1988 28.123 Seller's Certificate dated November 16, 1987 Filed as Exhibit 28.3 from Northwestern, as seller, to Registrant to Registrant's Form 8-K and CPA(R):7, as Purchaser. dated February 8, 1988 28.124 Lessee's Certificate dated November 16, 1987 Filed as Exhibit 28.4 from Brock, as Lessee, to Registrant and to Registrant's Form 8-K CPA(R):7, as Lessor. dated February 8, 1988 28.125 Warranty Deed dated March 10, 1988 Filed as Exhibit 28.125 between Winn-Dixie, as Grantor, and to Registrant's Form 10-K Registrant, as Grantee. dated March 30, 1988 28.126 Bill of Sale dated March 10, 1988 Filed as Exhibit 28.126 from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K as Purchaser. dated March 30, 1988 28.127 Seller's Certificate date March 10, 1988 Filed as Exhibit 28.127 from Winn-Dixie, as Seller, to Registrant, to Registrant's Form 10-K as Purchaser. dated March 30, 1988 28.128 Prospectus of Registrant Filed as Exhibit 28.128 dated November 30, 1984. to Registrant's Form 10-K/A Amendment No. 1 28.129 Press release dated June 30, 1993 Filed as Exhibit 28.1 to announcing the suspension of secondary Form 8-K dated July 12, 1993 market sales of Limited Partnership Units.
(b) Reports on Form 8-K -------------------- During the quarter ended December 31, 1996 the Registrant was not required to file any reports on Form 8-K. -39- SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership BY: CAREY CORPORATE PROPERTY, INC. 04/03/97 BY: /s/ Claude Fernandez -------- ------------------------------ Date Claude Fernandez Executive Vice President and Chief Administrative Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. BY: CAREY CORPORATE PROPERTY, INC. William P. Carey Chairman of the Board and Director (Principal Executive Officer) Francis J. Carey President and Director George E. Stoddard BY: /s/ George E. Stoddard Chairman of the Investment George E. Stoddard Committee and Director Attorney in fact April 3, 1997 Dr. Lawrence R. Klein Chairman of the Economic Policy Committee and Director Madelon DeVoe Talley Vice Chairman of the Board of Directors and Director 04/03/97 BY: /s/ Claude Fernandez -------- --------------------------------- Date Claude Fernandez Executive Vice President and Chief Administrative Officer (Principal Financial Officer) 04/03/97 BY: /s/ Michael D. Roberts -------- ---------------------------------- Date Michael D. Roberts First Vice President and Controller (Principal Accounting Officer)
-40- APPENDIX A TO FORM 10-K CORPORATE PROPERTY ASSOCIATES 6 - A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES 1996 ANNUAL REPORT SELECTED FINANCIAL DATA - -------------------------------------------------------------------------------- (In thousands except per unit amounts)
1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- OPERATING DATA: Revenues $14,177 $15,387 $15,694 $16,738 $16,537 Income before extraordinary gain (1) 4,254 3,920 3,099 5,771 6,025 Income before extraordinary gain allocated: To General Partners 255 235 186 347 428 To Limited Partners 3,999 3,685 2,913 5,424 5,597 Per unit 83.40 76.85 60.76 113.16 116.78 Distributions attributable (2): To General Partners 279 281 281 286 295 To Limited Partners 4,368 4,406 4,429 4,483 4,629 Per unit 91.10 91.88 92.26 93.53 96.58 Payment of mortgage principal (3) 1,072 1,300 1,331 1,356 1,156 BALANCE SHEET DATA: Total assets 96,244 92,570 90,186 88,422 88,154 Long-term obligations (4) 50,054 51,362 36,603 36,298 34,279
(1) Net income for 1995 includes an extraordinary gain on the extinguishment of debt of $2,088,000. (2) Includes distributions attributable to the fourth quarter of each fiscal year payable in the following fiscal year less distributions in the first fiscal quarter applicable to the prior year. (3) Represents scheduled payment of mortgage principal paid. (4) Represents mortgage and note payable obligations due after more than one year. -1- MANAGEMENT'S DISCUSSION AND ANALYSIS - -------------------------------------------------------------------------------- Results of Operations --------------------- Net income for the year ended December 31, 1996 decreased by $1,834,000 as compared with net income in 1995. Excluding the effects of a nonrecurring other income item of $688,000 and an extraordinary gain of $2,088,000 both in 1995, income would have increased by $942,000. The increase in income, as adjusted was primarily due to decreases in interest, property and general and administrative expenses and an increase in lease revenues. This was partially offset by an increase in depreciation expense. The decrease in interest expense was due to the satisfaction of the mortgage loans on the Stoody Deloro Stellite, Inc. ("Stoody"), Anthony's Manufacturing, Inc. ("Anthony's") and the Peerless Chain Company ("Peerless") properties in 1995 and the refinancing of an existing mortgage loan on the property leased to Wal-Mart Stores, Inc. ("Wal-Mart") in 1996. The Stoody and Anthony's loans were paid off, in part by obtaining $10,000,000 of recourse financing; however, overall interest on this obligation was lower than the interest incurred on the retired mortgage loans. The decrease in property expenses was primarily due to the provision for uncollected rents incurred on the lease with Folger Adam Company ("Folger Adam") in 1995 and the legal costs incurred in connection with the settlement of the Anthony's dispute in 1995. The decrease in general and administrative expenses was due to a decrease in legal costs, provisions for state taxes and office occupancy costs. Lease revenues increased due to rent increases on the Partnership's leases with Peerless, Wal-Mart and Armel Inc. in 1996 and leases with Motorola Inc. ("Motorola") and Stoody in 1995. Lease revenues also benefited from increased rent from the A.P. Parts Manufacturing ("AP Parts") lease in connection with the Partnership's funding of improvements in January 1996 at one of the A.P. Parts properties. The increase in depreciation expense was due to the classification of the new lease with Yale Security, Inc. ("Yale") as an operating lease. In March 1996, Yale entered into a lease with the Partnership for the Partnership's property in Lemont, Illinois after purchasing the operations of Folger Adam in a bankruptcy proceeding. Depreciation also increased due to the funding of $1,700,000 of improvements at A.P. Parts. Earnings from the Partnership's hotel operations increased by $120,000 to $1,154,000 as compared with 1995, an increase of approximately 12%. Operating income from the Alpena and Petoskey hotels increased 7% and 11%, respectively, for the year ended December 31, 1996 as compared with 1995. The average room rate remained stable at the Alpena hotel with the occupancy rate increasing by 6% resulting in both a 5% increase in room revenue and a 4% increase in food and beverage revenue. There was a 14% increase in the occupancy rate at the Petoskey hotel; however, the average room rate decreased by 9%. Petoskey also benefited from a decrease in operating expenses. The decrease in Petoskey room rates was the result of increased competition from other resorts. The earnings of the Livonia hotel increased by 13% as a result of a 6% increase in revenues and only a 3% increase in expenses. The increase in revenues was due to an increase of 10% in overall average room rates, with increases sustained in each room rate category. The ability to raise rates was due to favorable economic and business conditions in the Detroit metropolitan area. Net income for the year ended December 31, 1995 increased by $4,760,000 as compared with net income for the year ended December 31, 1994. Of the increase, $2,776,000 was due to the Partnership's successful settlement of its dispute with Anthony's and the related gain on the prepayment of the mortgage loan on the Anthony's properties, which was paid off at a substantial discount. Excluding the effect of these settlement transactions and $225,000 that the Partnership received in 1994 as a settlement relating to the 1992 lease termination at the Livonia, Michigan hotel property, income reflected an increase of $2,209,000 from the prior year. The increase in income, as adjusted for 1995, was primarily due to a decrease in property expenses and, to a lesser extent, an increase in lease revenues and a decrease in interest expense. The decrease in property expenses was due to costs incurred in 1994 in connection with (i) the Partnership's assessment of liquidity alternatives which included environmental reviews and property valuations, (ii) costs incurred in the Anthony's dispute prior to the commencement of settlement negotiations and (iii) charges incurred for uncollected Anthony's rent. As a result of the Anthony's settlement in May 1995, the Partnership ultimately collected most of such uncollected rents. The increase in lease revenues was due to rental -2- increases on the Partnership's leases with Stoody and the Folger Adam and increased rent resulting from a modification of the AutoZone, Inc. ("AutoZone") lease. The decrease in interest expense was due to lower overall loan balances as the result of the satisfaction of the mortgage loans on the Stoody and Anthony's properties, the payoff of which was partially funded with a new loan that is a recourse obligation of the Partnership. Earnings from the Partnership's hotel operations decreased by $41,000 to $1,034,000 as compared with 1994, a decrease of approximately 4%. The occupancy rate at the Petoskey, Michigan hotel declined to 43% in 1995 from 47% in 1994 due to increased competition from a nearby resort area. The Partnership was only able to increase the average room rate at Petoskey by slightly less than 1% in 1995. Occupancy rates at the Alpena, Michigan hotel property remained stable at 55% and the Partnership was able to increase the average room rate by slightly less than 5%. Occupancy and average room rates at the Livonia hotel increased by 2% and 8%, respectively. The operations in Alpena and Petoskey are seasonal in nature with the largest proportion of income being earned in the summer months. The operations of the Livonia hotel which represented 61% of hotel revenues and 72% of hotel earnings are not seasonal in nature, but, as noted, are affected by the economic conditions in the Detroit metropolitan area. In connection with funding of the expansion of the A.P. Parts property in Toledo, Ohio, the Partnership refinanced an existing mortgage loan on the A.P. Parts properties and entered into a lease modification agreement. The effect of the lease modification and new mortgage financing increased cash flow from the A.P. Parts properties by $336,500 annually. Future cash flow will benefit from rent increases on the Partnership's leases with Anthony's in 1998, and Motorola and Lockheed Martin Corporation in 1999. Cash flow also benefited from the reamortization of the AutoZone mortgage loan after such loan was partially prepaid with proceeds from the sale of two properties. The Partnership's $10,000,000 note payable is a variable rate obligation and interest will vary based on the short-term interest rate environment. Because of the long-term nature of the Partnership's net leases, inflation and changing prices should not unfavorably affect the Partnership's revenues and net income or have an impact on the continuing operations of the Partnership's properties. The Partnership's net leases have rent increases based on the Consumer Price Index ("CPI") and may have caps on such CPI increases, or sales overrides, which should increase operating revenues in the future. The moderate increases in the CPI over the past several years will affect the rate of such future rent increases. Although there are indications that there may be legislation which considers changes to the CPI methodology, the Partnership cannot predict the outcome of any proposal relating to the CPI formula. Management believes that hotel operations will not be significantly impacted by changing prices. In addition, Management believes that reasonable increases in hotel operating costs may be partially or entirely offset by increases in room rates. As noted, based on the conditions of the Livonia hotel, the Partnership has increased room rates by amounts in excess of increase in costs. Financial Condition ------------------- Other than its interest in the three hotel properties, all of the Partnership's properties are leased to corporate tenants under long-term net leases which generally require tenants to pay all operating expenses relating to the leased properties. The Partnership depends on relatively stable operating cash flow from its net leases and hotel operations to meet operating expenses, service its debt, fund distributions and maintain adequate cash reserves. In addition, the Partnership maintains cash reserves to fund major outlays such as capital improvements and balloon debt payments. The Partnership's cash flow from operating activities of $7,616,000 in 1996 was sufficient to fund distributions to partners of $4,881,000 and $1,156,000 of scheduled principal payment installments on the Partnership's mortgage debt. The Partnership's investing activities in 1996 consisted of receiving $603,000 from selling two AutoZone properties and funding $1,728,000 of improvements to the A.P. Parts property. The Partnership also used $169,000 to (i) fund improvements needed to meet the requirements of the Holiday Inn core modernization plan at the Alpena and Petoskey hotels and (ii) for replacing furniture, fixtures and equipment at the hotels in the ordinary course of business. Other assets at December 31, 1996 included approximately $289,000 of reserves which is available to fund replacements and improvements at the hotel properties. These -3- reserves are funded by an allocation of hotel revenues. The Partnership does not anticipate utilizing any funds in excess of amounts set aside in the reserve account to fund improvements or replacements within the next 12 months. The Partnership has no current plans to fund improvements at any other of its leased properties. The Partnership's financing activities in 1996 consisted primarily of using cash flow from operations to pay distributions and meeting scheduled principal payment installment obligations. The Partnership obtained $3,500,000 in connection with refinancing the mortgage loan on the Wal-Mart property at which time it paid off an existing loan on the property of $3,420,000 which had been scheduled to mature in May 1997. The Partnership obtained a new limited recourse mortgage loan of $6,000,000 on the A.P. Parts properties which was used to fund the improvements and pay off an existing loan of $4,000,000. The Partnership used cash reserves to pay a balloon payment of $1,500,000 on a limited recourse loan encumbered by the Winn Dixie Stores Inc., property. The proceeds from the sale of the two AutoZone properties were used to make mandatory partial prepayments on the AutoZone mortgage loan. The Partnership has several balloon payments scheduled over the next several years including payments of $2,609,000 on the Livonia Hotel mortgage loan in 1997 and $8,618,000 on the AutoZone loan in 1998. The Partnership negotiated short-term extensions of the maturity of mortgage loans on the Motorola and Yale Security properties which had been scheduled to mature in 1996. The Motorola loan of $2,188,000 and the Yale Security loan of $1,885,000 are now scheduled to mature in 1997. The Partnership does not currently have the cash necessary to pay all of these loans. Management believes the prospects for refinancing the properties servicing these loans are good as these loans will remain subject to leases for a number of years and in the case of the hotel, generate substantial cash flow from operations. The Partnership currently has sufficient capacity to borrow against several of its unleveraged properties while still remaining in compliance with the covenants of the recourse loan. In the case of limited recourse mortgage financing which does not fully amortize over its term, the Partnership would be responsible for the balloon payment required only to the extent of its interest in the encumbered property because the holder of each such obligation has recourse only to the property collateralizing such debt. In the event that balloon payments come due, the Partnership's alternatives include seeking to refinance the loans, restructuring the debt with the existing lenders, evaluating its ability to satisfy the mortgages from existing cash reserves or selling the property and using the sales proceeds to satisfy the mortgage debt. Anthony's and Wal-Mart have options exercisable in 1997 to purchase their leased properties. The purchase options are exercisable at the greater of (i) the Partnership's cost of acquiring such properties, including improvements funded subsequent to purchase, and any premium that would be incurred on paying off mortgage loans on the properties or (ii) the fair market value of the properties as encumbered by the lease. In the event that both options were exercised in 1997, the Partnership would receive net proceeds of no less than $14,377,000. If exercised, annual cash flow (rents less mortgage debt service) would be reduced by $1,372,000. Except for the three hotel properties, all of the properties are currently leased to corporate tenants. All of the properties are subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. The Partnership normally structures its leases to require tenants to comply with all laws. In addition, substantially all of the Partnership's net leases include indemnification provisions which require tenants to indemnify the Partnership from all liabilities and losses related to their operations at the leased properties. If the Partnership undertakes to clean up or remediate any of its leased properties, the General Partners believe that in most cases the Partnership will be entitled to full reimbursement from tenants for such costs. Further, in the event that the Partnership either is responsible or becomes responsible for such costs because of a tenant's failure to fulfill its obligations the General Partners believe that the ultimate resolution of the aforementioned environmental matters will not have a material adverse effect on the Partnership's financial condition, liquidity or results of operations. The General Partners are continuing to investigate ways to provide liquidity for limited partners on a tax-effective basis. -4- REPORT of INDEPENDENT ACCOUNTANTS To the Partners of Corporate Property Associates 6 - a California limited partnership and Subsidiaries: We have audited the accompanying consolidated balance sheets of Corporate Property Associates 6 - a California limited partnership and Subsidiaries as of December 31, 1995 and 1996, and the related consolidated statements of income, partners' capital and cash flows for each of the three years in the period ended December 31, 1996. We have also audited the financial statement schedule included on pages 20 to 23 of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the General Partners. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partners, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Corporate Property Associates 6 - a California limited partnership and Subsidiaries as of December 31, 1995 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. In addition, in our opinion, the Schedule of Real Estate and Accumulated Depreciation as of December 31, 1996, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the financial information required to be included therein pursuant to Securities and Exchange Commission Regulation S-X Rule 12-28. /s/Coopers & Lybrand L.L.P. New York, New York March 21, 1997 -5- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 1995 and 1996
1995 1996 ---- ---- ASSETS: Real estate leased to others: Accounted for under the operating method: Land $11,401,896 $11,502,589 Buildings 34,931,212 40,059,299 ----------- ----------- 46,333,108 51,561,888 Accumulated depreciation 10,653,598 11,955,764 ----------- ----------- 35,679,510 39,606,124 Net investment in direct financing leases 36,920,755 32,887,655 ----------- ----------- Real estate leased to others 72,600,265 72,493,779 Operating real estate, net of accumulated depreciation of $4,276,790 in 1995 and $4,639,138 in 1996 8,555,841 8,362,428 Cash and cash equivalents 3,476,915 3,338,391 Accrued interest and rents receivable, net of reserve for uncollected rent of $119,331 in 1995 28,251 40,746 Note receivable from affiliate 1,151,000 1,151,000 Other assets net of accumulated amortization of $797,301 in 1995 and $810,994 in 1996 2,609,407 2,767,227 ----------- ----------- Total assets $88,421,679 $88,153,571 =========== =========== LIABILITIES: Mortgage notes payable $33,263,097 $32,057,088 Note payable 10,000,000 10,000,000 Accrued interest payable 482,195 439,078 Accounts payable and accrued expenses 353,851 372,012 Accounts payable to affiliates 75,323 131,275 Deferred rental income 3,789,785 3,544,624 Other liabilities 354,235 361,816 ----------- ----------- Total liabilities 48,318,486 46,905,893 ----------- ----------- Commitments and contingencies PARTNERS' CAPITAL: General Partners (156,867) (4,515) Limited Partners (47,930 Limited Partnership Units issued and outstanding) 40,260,060 41,252,193 ----------- ----------- Total partners' capital 40,103,193 41,247,678 ----------- ----------- Total liabilities and partners' capital $88,421,679 $88,153,571 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. -6- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES CONSOLIDATED STATEMENTS of INCOME For the years ended December 31, 1994, 1995 and 1996
1994 1995 1996 ---- ---- ---- Revenues: Rental income $ 5,464,931 $ 5,195,838 $ 5,675,049 Interest income from direct financing leases 5,251,979 5,814,312 5,613,415 Other interest income 377,800 332,480 307,947 Revenue of hotel operations 4,371,566 4,630,619 4,868,017 Other income 227,577 764,650 72,868 ----------- ----------- ----------- 15,693,853 16,737,899 16,537,296 ----------- ----------- ----------- Expenses: Interest expense 5,040,589 4,499,692 4,003,726 Depreciation 1,621,029 1,525,011 1,664,514 General and administrative 531,594 624,249 513,074 Operating expense of hotel operations 3,296,063 3,596,408 3,714,173 Property expense 1,941,665 512,797 394,761 Amortization 163,748 209,074 292,530 ----------- ----------- ----------- 12,594,688 10,967,231 10,582,778 ----------- ----------- ----------- Income before gain on sales and extraordinary item 3,099,165 5,770,668 5,954,518 Gain on sales of real estate 70,878 ----------- ----------- ----------- Income before extraordinary item 3,099,165 5,770,668 6,025,396 Extraordinary gain on extinguishment of debt 2,088,268 ----------- ----------- ------------ Net income $ 3,099,165 $ 7,858,936 $ 6,025,396 =========== =========== =========== Net income allocated to: Individual General Partner $ 30,991 $ 78,588 $ 71,357 =========== =========== =========== Corporate General Partner $ 154,959 $ 392,948 $ 356,792 =========== =========== =========== Limited Partners $ 2,913,215 $ 7,387,400 $ 5,597,247 =========== =========== =========== Net income per Unit: (47,950 Limited Partnership Units outstanding in 1994, 47,935 weighted average Limited Partnership Units outstanding in 1995 and 47,930 Limited Partnership Units outstanding in 1996) Income before extraordinary gain $60.76 $113.16 $116.78 Extraordinary gain 40.95 ------ ------- ------- $60.76 $154.11 $116.78 ====== ======= =======
The accompanying notes are an integral part of the consolidated financial statements. -7- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES CONSOLIDATED STATEMENTS of PARTNERS' CAPITAL For the years ended December 31, 1994, 1995 and 1996
Partners' Capital Accounts ------------------------------------------------------- Limited Partners' General Limited Amount Per Total Partners Partners Unit (a) ---------- -------- ------------ --------- Balance, December 31, 1993 $38,606,142 $(250,812) $38,856,954 $809 Distributions (4,704,691) (280,823) (4,423,868) (92) Net income, 1994 3,099,165 185,950 2,913,215 61 ----------- --------- ----------- ---- Balance, December 31, 1994 37,000,616 (345,685) 37,346,301 778 Distributions (4,736,359) (282,718) (4,453,641) (93) Purchase of Limited Partnership Units (20,000) (20,000) Net income, 1995 7,858,936 471,536 7,387,400 154 ----------- --------- ----------- ---- Balance, December 31, 1995 40,103,193 (156,867) 40,260,060 839 Distributions (4,880,911) (275,797) (4,605,114) (96) Net income, 1996 6,025,396 428,149 5,597,247 117 ----------- --------- ----------- ---- Balance, December 31, 1996 $41,247,678 $ (4,515) $41,252,193 $860 =========== ========= =========== ====
(a) Based on weighted average Units issued and outstanding. The accompanying notes are an integral part of the consolidated financial statements. -8- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES CONSOLIDATED STATEMENTS of CASH FLOWS For the years ended December 31, 1994, 1995 and 1996
1994 1995 1996 ---- ---- ---- Cash flows from operating activities: Net income $ 3,099,165 $ 7,858,936 $ 6,025,396 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,784,777 1,734,085 1,957,044 Extraordinary gain on extinguishment of debt (2,088,268) Restructuring fees received 3,800,000 Amortization of deferred rental income and straight-line rent adjustments (10,215) (286,620) Gain on sale of real estate (70,878) Note receivable received in connection with bankruptcy settlement (172,414) Net change in operating assets and liabilities 382,808 (161,502) (9,416) ----------- ------------ ------------ Net cash provided by operating activities 5,094,336 11,133,036 7,615,526 ----------- ------------ ------------ Cash flows from investing activities: Amounts received on partial prepayment of note receivable from affiliate 144,000 Proceeds from sale of real estate 603,285 Additional capitalized costs (96,818) (418,020) (1,897,022) ----------- ------------ ------------ Net cash used in investing activities (96,818) (274,020) (1,293,737) ----------- ------------ ------------ Cash flows from financing activities: Distributions to partners (4,704,691) (4,736,359) (4,880,911) Purchase of Limited Partner Units (20,000) Proceeds from issuance of note payable 10,000,000 Proceeds from mortgages 9,500,000 Prepayments of mortgage notes payable (15,400,020) (9,550,413) Payments of mortgage principal (1,331,466) (1,356,271) (1,155,596) Deferred financing costs (13,070) (282,320) (373,393) ----------- ------------ ------------ Net cash used in financing activities (6,049,227) (11,794,970) (6,460,313) ----------- ------------ ------------ Net decrease in cash and cash equivalents (1,051,709) (935,954) (138,524) Cash and cash equivalents, beginning of year 5,464,578 4,412,869 3,476,915 ----------- ------------ ------------ Cash and cash equivalents, end of year $ 4,412,869 $ 3,476,915 $ 3,338,391 =========== ============ ============
(Continued) -9- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES CONSOLIDATED STATEMENTS of CASH FLOWS, Continued For the years ended December 31, 1994, 1995 and 1996 Supplemental disclosure of financing activities: During the year ended December 31, 1995, the Partnership recognized an extraordinary gain on the extinguishment of debt. Cash payment made in connection with satisfaction of debt obligation $(5,440,000) Direct costs of transaction (31,085) Mortgage note payable balance at extinguishment 6,853,966 Accrued interest on mortgage debt at extinguishment 705,387 ----------- Extraordinary gain on extinguishment of debt $ 2,088,268 ===========
The accompanying notes are an integral part of the consolidated financial statements. -10- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies: ------------------------------------------- Basis of Consolidation: ----------------------- The consolidated financial statements include the accounts of Corporate Property Associates 6 and two 99% owned subsidiaries, CPA(R) Burnhaven Limited Partnership and CPA(R) Peerless Limited Partnership, (collectively, the "Partnership"). Use of Estimates: ----------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Leased to Others: ----------------------------- Real estate is leased to others on a net lease basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals and betterments. The Partnership diversifies its real estate investments among various corporate tenants engaged in different industries and by property type throughout the United States. The leases are accounted for under either the direct financing or operating methods. Such methods are described below: Direct financing method - Leases accounted for under the ----------------------- direct financing method are recorded at their net investment (Note 5). Unearned income is deferred and amortized to income over the lease terms so as to produce a constant periodic rate of return on the Partnership's net investment in the lease. Operating method - Real estate is recorded at cost, revenue is ---------------- recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. The Partnership assesses the recoverability of its real estate assets, including residual interests, based on projections of undiscounted cash flows over the life of such assets. In the event that such cash flows are insufficient, the assets are adjusted to their estimated net realizable value. Substantially all of the Partnership's leases provide for either scheduled rent increases, periodic rent increases based on formulas indexed to increases in the Consumer Price Index ("CPI") or sales overrides. Operating Real Estate: ---------------------- Land, buildings and personal property are carried at cost. Major renewals and improvements are capitalized to the property accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are expensed currently. Continued -11- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued Depreciation: ------------- Depreciation is computed using the straight-line method over the estimated useful lives of the components of the particular properties, which range from 5 to 30 years. Cash Equivalents: ----------------- The Partnership considers all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of generally three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Substantially all of the Partnership's cash and cash equivalents at December 31, 1995 and 1996 were held in the custody of three financial institutions. Other Assets: ------------- Included in the assets are deferred charges incurred in connection with mortgage note financings which are deferred and amortized on a straight-line basis over the terms of the mortgages. Income Taxes: ------------- A partnership is not liable for Federal income taxes as each partner recognizes his proportionate share of the partnership income or loss in his tax return. Accordingly, no provision for income taxes is recognized for financial statement purposes. Deferred Rental Income: ----------------------- A lease amendment fee of $3,800,000 received in 1995 in connection with the amendment of one of the Partnership's leases is being amortized as deferred rental income from the date of the amendment through the end of the initial term of the lease (15 1/2 years). Reclassifications: ------------------ Certain 1994 and 1995 amounts have been reclassified to conform to the 1996 financial statement presentation. 2. Partnership Agreement: ---------------------- The Partnership was organized on July 23, 1984 under the Revised Uniform Limited Partnership Act of the State of California for the purpose of engaging in the business of investing in and leasing industrial and commercial real estate. The Corporate General Partner purchased 100 Limited Partnership Units in connection with the Partnership's public offering. The Partnership will terminate on December 31, 2004, or sooner, in accordance with the terms of the Amended Agreement of Limited Partnership (the "Agreement"). Continued -12- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued The Agreement provides that the General Partners are allocated 6% (1% to the Individual General Partner, William P. Carey, and 5% to the Corporate General Partner, Carey Corporate Property, Inc. ("Carey Property"), an affiliate of the General Partner), and the Limited Partners are allocated 94% of the profits and losses as well as distributions of Distributable Cash From Operations, as defined. The partners are also entitled to receive net proceeds from the sale of the Partnership properties as defined in the Agreement. In accordance with the Agreement, the General Partners, were allocated the gain on the sale of real estate as well as the related tax gain in order to reduce their negative balances because they had negative capital balances at the beginning of the year. The General Partners may be entitled to receive a subordinated preferred return, measured based upon the cumulative proceeds arising from the sale of Partnership assets. Pursuant to the subordination provisions of the Agreement, the preferred return may be paid only after the limited partners receive 100% of their initial investment from the proceeds of asset sales and a cumulative annual return of 6% since the inception of the Partnership. The General Partners interest in such preferred return amounts to $18,099 based upon the cumulative proceeds from the sale of assets since the inception of the Partnership through December 31, 1996. The Partnership's ability to satisfy the subordination provisions of the Agreement may not be determinable until liquidation of a substantial portion of the Partnership's assets has been made. 3. Transactions with Related Parties: ---------------------------------- The Partnership holds its 35% interest in hotel properties in Alpena and Petoskey, Michigan and its 34.4828% ownership interest in a hotel property in Livonia, Michigan as tenants-in-common with affiliates who own the remaining interests. The Partnership's interests in the assets and liabilities of the hotel properties are accounted for on a proportional basis. The Partnership holds a $1,151,000 note receivable made by Corporate Property Associates 5 ("CPA(R):5"), an affiliate. The note bears interest at the rate of 13.48% through August 1, 1999, at which time the interest rate will reset to the Applicable Federal Rate (as defined in the Internal Revenue Code of 1986) at that date. The note matures on May 1, 2012, at which time the entire outstanding principal balance will be due. Under certain circumstances, the principal balance on the note may be reduced. Under the Agreement, W.P. Carey & Co., Inc. ("W.P. Carey") and other affiliates are entitled to receive a property management fee and reimbursement of certain expenses incurred in connection with the Partnership's operations. General and administrative expense reimbursements consist primarily of the actual cost of personnel needed in providing administrative services necessary to the operation of the Partnership. Property management fee and general and administrative expense reimbursements are summarized as follows:
1994 1995 1996 ---- ---- ---- Property management fee $ 97,849 $156,629 $111,048 General and administrative expense reimbursements 154,562 152,795 115,128 -------- -------- -------- $252,411 $309,424 $226,176 ======== ======== ========
During 1994, 1995 and 1996, fees aggregating $96,539, $102,893 and $44,215, respectively, were incurred for legal services performed by a firm in which the Secretary of W.P. Carey, Carey Property and other affiliates is a partner. Continued -13- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued The Partnership is a participant in an agreement with W.P. Carey and other affiliates for the purpose of leasing office space used for the administration of real estate entities and W.P. Carey and for sharing the associated costs. Pursuant to the terms of the agreement, the Partnership's share of rental, occupancy and leasehold improvement costs is based on adjusted gross revenues as defined. Net expenses incurred in 1994, 1995 and 1996 were $61,327, $94,719 and $108,362, respectively. 4. Real Estate Leased to Others Accounted for Under the Operating Method and ------------------------------------------------------------------------- Operating Real Estate: --------------------- A. Real Estate Leased to Others: ---------------------------- Scheduled future minimum rents, exclusive of renewals, under noncancellable operating leases amount to approximately $5,700,000 in both 1997 and 1998; $5,783,000 in 1999; $5,794,000 in 2000; $4,839,000 in 2001; and aggregate approximately $55,502,000 through 2011. Contingent rents were approximately $262,000, $171,000 and $378,000 in 1994, 1995 and 1996, respectively. B. Operating Real Estate: --------------------- Operating real estate, at cost, is summarized as follows:
December 31, ----------- 1995 1996 ---- ---- Land $ 1,337,262 $ 1,337,262 Building 9,546,639 9,723,824 Personal property 1,948,730 1,940,480 ----------- ----------- 12,832,631 13,001,566 Less, Accumulated depreciation 4,276,790 4,639,138 ----------- ----------- $ 8,555,841 $ 8,362,428 =========== ===========
5. Net Investment in Direct Financing Leases: ----------------------------------------- Net investment in direct financing leases is summarized as follows:
December 31, ----------- 1995 1996 ---- ---- Minimum lease payments receivable $ 66,850,664 $ 55,194,360 Unguaranteed residual value 36,920,755 32,887,655 ------------ ------------ 103,771,419 88,082,015 Less, Unearned income 66,850,664 55,194,360 ------------ ------------ $ 36,920,755 $ 32,887,655 ============ ============
Continued -14- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued Scheduled future minimum rents, exclusive of renewals, under noncancellable financing leases amount to approximately $4,206,000 in each of the years 1997 to 2001 and aggregate approximately $55,194,000 through the year 2011. Contingent rents were approximately $576,000, $1,113,000 and $1,138,000 in 1994, 1995 and 1996, respectively. 6. Mortgage Notes Payable and Note Payable: --------------------------------------- A. Mortgage notes payable, all of which are limited recourse obligations, are collateralized by the assignment of various leases and by real property with a carrying amount of approximately $61,480,000, before accumulated depreciation. As of December 31, 1996, mortgage notes payable bear interest at rates varying from 6.35% to 10.5% per annum and mature from 1997 to 2015. . Scheduled principal payments, during each of the next five years following December 31, 1996 and thereafter are as follows: Year Ending December 31, ----------------------- 1997 $ 7,778,111 1998 9,410,818 1999 841,942 2000 910,103 2001 9,142,001 Thereafter 3,974,113 ----------- Total $ 32,057,088 B. The Partnership's $10,000,000 note payable requires quarterly payments of interest only at the variable interest rate of the three-month London Inter-Bank Offered Rate ("LIBOR") plus 4.25% per annum and is subject to the following conditions: The Partnership must offer as a prepayment to the lender the proceeds from the sale of any Partnership properties; however, the lender may decline such proceeds. The Partnership must maintain ratios of Free Operating Cash Flow, as defined, to debt service on the loan ranging from 3.4:1 to 3:1 over the life of the agreement and maintain a consolidated net worth and appraised property values of $25,000,000, as adjusted. Under the terms of the credit agreement, the Partnership also has agreed that it may obtain new limited recourse debt on any of its properties only for the purpose of refinancing existing mortgage debt. Total mortgage indebtedness may not exceed $37,952,884, at the inception of the loan, as adjusted for subsequent scheduled principal amortization on existing mortgage loans plus closing costs on any new loans. At December 31, 1996, the Partnership is in compliance with such terms. Continue -15- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued The $10,000,000 credit agreement loan is a recourse obligation of the Partnership and matures on July 1, 1999. Except for the application of proceeds from the sale of properties and other limited circumstances, no loan prepayments may be made until January 1, 1999. Interest paid on mortgage notes payable and note payable was $4,554,644, $4,894,003 and $4,046,843 in 1994, 1995 and 1996, respectively. 7. Distributions to Partners: ------------------------- Distributions are declared and paid to partners quarterly and are summarized as follows:
Limited Year Ending Distributions Paid Distributions Paid Partners' Per December 31, to General Partners to Limited Partners Unit Amount ---------------- ------------------- ------------------- ----------- 1994 $280,823 $4,423,868 $92.26 ======== ========== ====== 1995 $282,718 $4,453,641 $92.91 ======== ========== ====== 1996 $275,797 $4,605,114 $96.08 ======== ========== ======
Distributions of $70,142 to the General Partners and $1,162,303 to the Limited Partners for the quarter ended December 31, 1996 were declared and paid in January 1997. 8. Income for Federal Tax Purposes: ------------------------------- Income for financial statement purposes differs from income for Federal income tax purposes because of the difference in the treatment of certain items for income tax purposes and financial statement purposes. A reconciliation of accounting differences is as follows:
1994 1995 1996 ---- ---- ---- Net income per Statements of Income $ 3,099,165 $ 7,858,936 $ 6,025,396 Excess tax depreciation (2,152,351) (2,289,920) (1,608,909) Difference in recognition of lease amendment fee 3,101,971 Other 209,489 (799,351) (723,429) ----------- ----------- ------------ Income reported for Federal income tax purposes $ 1,156,303 $ 7,871,636 $ 3,693,058 =========== =========== ===========
Continue -16- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued 9. Industry Segment Information: ---------------------------- The Partnership's operations consist of the investment in and the leasing of industrial and commercial real estate and its participation in the operation of three hotels. In 1994, 1995 and 1996, the Partnership earned its total leasing revenues (rental income plus interest income from financing leases) from the following lease obligors:
1994 % 1995 % 1996 % ---- --- ---- --- ---- -- Stoody Deloro Stellite, Inc. $1,711,322 16% $ 2,147,046 19% $ 2,234,191 20% AP Parts Manufacturing Company 1,526,387 14 1,526,387 14 1,728,527 15 Peerless Chain Company 1,269,453 12 1,279,668 12 1,611,600 14 AutoZone, Inc. 1,364,809 13 1,447,852 13 1,336,895 12 Anthony's Manufacturing Company, Inc. 1,348,106 13 1,072,711 10 876,000 8 Wal-Mart Stores, Inc. 827,265 8 827,265 8 848,553 7 Kinney Shoe Corporation/Armel, Inc. 672,761 6 679,063 6 745,806 7 Motorola, Inc. 500,000 5 500,000 5 540,000 5 Harcourt General Corporation 467,500 4 467,500 4 467,500 4 Yale Security, Inc. 355,706 3 Lockheed Martin Corporation 293,000 3 293,000 3 304,333 3 Winn-Dixie Stores, Inc. 170,399 1 170,399 1 170,399 1 Folger Adam Company 565,908 5 599,259 5 68,954 1 ----------- ---- ----------- ---- ----------- --- $10,716,910 100% $11,010,150 100% $11,288,464 100% =========== ==== =========== ==== =========== ====
Summarized operating results of the Partnership's share of the operations of three hotels are:
1994 1995 1996 ---- ---- ---- Revenues $ 4,371,566 $ 4,630,619 $ 4,868,017 Fees paid to hotel management company (108,480) (94,948) (105,839) Other operating expenses (3,187,583) (3,501,460) (3,608,334) ----------- ----------- ------------ Hotel operating income $ 1,075,503 $ 1,034,211 $ 1,153,844 =========== =========== ===========
10. Hotel Property in Livonia, Michigan: ----------------------------------- In November 1987, the Partnership and Corporate Property Associates 7 ("CPA(R):7"), an affiliate, purchased a Holiday Inn in Livonia, Michigan with 34.4828% and 65.5172% interests, respectively, as tenants-in-common and entered into a net lease with Brock Hotel Corporation which subsequently changed its name to Integra - A Hotel and Restaurant Company ("Integra"). Integra subsequently assigned its interest in the lease to a wholly-owned subsidiary, Livonia Inn Management, Inc. while Integra remained the guarantor of the lease. Continue -17- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued As a result of Integra's financial condition, the subsidiary stopped paying rent in May 1992 with Integra subsequently filing a voluntary bankruptcy petition in July 1992. Both of these events were defaults under the lease as well as under the mortgage note collateralized by the Livonia property. In August 1992, pursuant to a letter of agreement, the Partnership and CPA(R):7 assumed control of the hotel operations. In March 1994, the Partnership and CPA(R):7 executed a settlement agreement with the Hallwood Group, Inc. ("Hallwood Group"), Integra's largest shareholder, under which the Partnership and CPA(R):7 agreed to surrender a promissory note made by Hallwood Group, which had been pledged by Integra to the Partnership and CPA(R):7 as additional collateral to Integra's lease obligation, in exchange for $150,000 in cash, a $500,000 promissory note from Hallwood Group and an equity participation having a potential value of up to $500,000 from the Hallwood Group. The $500,000 note bears interest at 8% per annum and matures no later than March 8, 1998 and, subject to certain conditions, is redeemable at an earlier date. The note is collateralized by the Hallwood Group's pledge of 89,269 of its limited partnership units of Hallwood Realty Partners, L.P. ("Hallwood Realty"), a publicly traded limited partnership. The pledged units represent 5.2% of all outstanding limited partnership units of Hallwood Realty. Under the settlement agreement, the Hallwood Group has the obligation to pay to the Partnership and CPA(R):7 an amount equal to 25% of the increase in value of the Hallwood Realty units up to $500,000, from March 1994 to the note maturity date. If the price per unit increases to $45 or greater, the Partnership and CPA(R):7 may, subject to certain restrictions, receive a payment from the Hallwood Group representing the 25% appreciation of the pledged units prior to the note maturity date. At December 31, 1996, the pledged limited partnership units had a market value of $24 1/2 per unit. The Partnership's share of the cash proceeds and the note receivable of $224,138 are included in other income 1994. During 1996, the Partnership and CPA(R):7 received $221,000 (of which the Partnership's share was $77,000) from the bankruptcy trustee in partial settlement of the Partnership's and CPA(R):7's claim against Integra. 11. Extraordinary Gain on Extinguishment of Debt: -------------------------------------------- In May 1995, the Partnership and Anthony's Manufacturing Company, Inc. ("Anthony's") entered into a settlement agreement at which time the Partnership withdrew its eviction suit against Anthony's. The Partnership had filed an eviction notice because Anthony's had not paid a scheduled monthly rent increase of $10,485 which had been effective since March 1992 and had made only two monthly rental payments between February 1994 and April 1995. In connection with the settlement agreement, Anthony's made lump sum payments aggregating $1,550,000 in settlement of a rent arrearage of $1,712,098. Of the $1,550,000 received $561,710 was applied to 1995 rents receivable for the period from January 1, 1995 through May 31, 1995 with the remaining $988,290 applied to prior period rents. The amounts related to prior periods, had been included in the Partnership's reserve for uncollected rents. Net of the legal costs of the settlement of $300,476, the Partnership recognized $687,814 on the settlement which was included as other income in 1995. Under the settlement, the Partnership and Anthony's agreed to modify the existing lease. Under the lease modification agreement, Anthony's monthly rental payment decreased from $112,342 to $73,000 and the expiration of the initial term of the lease was extended to May 2007 from February 2002. The amended lease also provides for rental increases in 1998, 2001 and 2005. -18- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued In May 1995, the Partnership paid off and satisfied the mortgage loan collateralized by the Anthony's properties. The lender accepted a payment of $5,440,000 to satisfy an outstanding principal balance of $6,853,966 and accrued interest thereon of $705,387. In connection with the satisfaction of the debt, the Partnership recognized an extraordinary gain on the extinguishment of debt of $2,088,268, net of certain related legal costs in 1995. To pay off the mortgage obligation, the Partnership used the $1,550,000 received from Anthony's under the settlement agreement and obtained $4,000,000 of financing from its credit agreement (see Note 6B). 12. Gain on Sales of Real Estate: ---------------------------- On January 26, 1996 and April 26, 1996, the Partnership sold property in Dalton, Georgia and Birmingham Alabama, respectively, leased to AutoZone, Inc. ("AutoZone"), at an aggregate price of $603,285, net of selling costs, realizing a gain of $70,878 on the sales. AutoZone's leases allow it to sever properties from its leases and purchase such properties which it judges to be unsuitable for its retail business. The Partnership was required to assign the proceeds of the sales to its lender as a partial prepayment on the mortgage loan collateralized by the AutoZone property. In connection with the sales, annual rent of the AutoZone lease was reduced by $67,635; however, cash flow increased as annual debt service on the mortgage loan was reduced by $98,197 as a result of a reamortization of the loan. 13. Environmental Matters: --------------------- All of the Partnership's properties, other than the hotel properties, are currently leased to corporate tenants. All of the properties are subject to environmental statutes and regulations regarding the discharge of hazardous materials and related remediation obligations. The Partnership generally structures a lease to require the tenant to comply with all laws. In addition, substantially all of the Partnership's net leases include provisions which require tenants to indemnify the Partnership from all liabilities and losses related to their operations at the leased properties. The costs for remediation, which are expected to be performed and paid by the affected tenant, are not expected to be material. In the event that the Partnership absorbs a portion of any costs because of a tenant's failure to fulfill its obligations, the General Partners believe such expenditures will not have a material adverse effect on the Partnership's financial condition, liquidity or results of operations. In 1994, based on the results of Phase I environmental reviews performed in 1993, the Partnership voluntarily conducted Phase II environmental reviews on various of its properties. The Partnership believes, based on the results of such Phase I and Phase II reviews, that its properties are in substantial compliance with Federal and state environmental statutes and regulations. Portions of certain properties have been documented as having a limited degree of contamination, principally in connection with leakage from underground storage tanks or surface spills. For those conditions which were identified, the Partnership advised the affected tenant of the Phase II findings and of its obligation to perform required remediation. 14. Disclosures About Fair Value of Financial Instruments: ----------------------------------------------------- The carrying amounts of cash, receivables and accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The Partnership estimates that the fair value of mortgage notes payable approximates the carrying amount of such mortgage notes at December 31, 1996. The fair value of debt instruments was evaluated using a discounted cash flow with discount rates which take into account the credit of the tenants and interest rate risk. The Partnership note payable is a variable rate obligation indexed to the three-month LIBOR. Accordingly, the carrying amount of the note payable approximates fair value as of December 31, 1996. -19- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION as of December 31, 1996
Initial Cost to Partnership ------------------- Personal Decrease in Description Encumbrances Land Buildings Property Net Investment(b) ----------- -------------- ---- --------- -------- ----------------- Operating method: Office facility leased to Motorola, Inc. $2,187,826 $ 387,000 $ 3,981,000 Land leased to AutoZone, Inc. 3,234,924 4,189,757 $(200,744) Warehouse and manufacturing facility leased to Martin Marietta Corporation 398,475 2,590,092 Motion picture theatre leased to Harcourt General Corporation 2,039,908 1,144,000 3,186,000 Warehouse and office facility leased to Kinney Shoe Corporation/ Armel, Inc. 261,060 1,360,935 3,899,415 Manufacturing facilities leased to AP Parts Manufacturing Company, Inc. 5,736,608 443,500 11,256,500 Manufacturing facilities leased to Anthony's Manufacturing Company, Inc. 3,200,000 8,300,000 Manufacturing and office facility leased to Yale Security, Inc. 1,884,503 300,000 3,400,000 Retail store leased to Winn Dixie Stores, Inc. 276,600 1,631,560 ----------- ---------- ---------- ---------- $15,344,829 $11,700,267 $38,244,567 $ (200,744) =========== =========== =========== ========== Operating real estate (d): Hotel properties located in Alpena, Michigan $ 2,565,500 $ 73,500 $2,645,125 $ 259,875 Petoskey, Michigan 2,565,500 184,450 2,526,125 267,925 Livonia, Michigan 2,608,808 1,079,312 4,279,315 779,311 ----------- ----------- ----------- ---------- $ 7,739,808 $ 1,337,262 $ 9,450,565 $1,307,111 =========== =========== =========== ========== Gross Amount at which Carried Costs at Close of Period (a)(c) (d) (e) Capitalized ---------------------------------- Subsequent to Personel Description Acquisition(a) Land Buildings Property ----------- -------------- ---- --------- -------- Operating method: Office facility leased to Motorola, Inc. $ 11,455 $ 387,000 $ 3,992,455 Land leased to AutoZone, Inc. 3,989,013 Warehouse and manufacturing facility leased to Martin Marietta Corporation 26,491 401,541 2,613,517 Motion picture theatre leased to Harcourt General Corporation 11,035 1,144,000 3,197,035 Warehouse and office facility leased to Kinney Shoe Corporation Armel, Inc. 8,000 1,360,935 3,907,415 Manufacturing facilities leased to AP Parts Manufacturing Company, Inc. 1,733,087 443,500 12,989,587 Manufacturing facilities leased to Anthony's Manufacturing Company, Inc. 3,200,000 8,300,000 Manufacturing and office facility leased to Yale Security, Inc. 300,000 3,400,000 Retail store leased to Winn Dixie Stores, Inc. 27,730 276,600 1,659,290 ---------- ----------- ----------- $1,817,798 $11,502,589 $40,059,299 ========== =========== =========== Operating real estate (d): Hotel properties located in Alpena, Michigan $ 296,860 $ 73,500 $ 2,645,125 $ 556,735 Petoskey, Michigan 207,529 184,450 2,526,125 475,454 Livonia, Michigan 402,239 1,079,312 4,552,574 908,291 ---------- ----------- ---------- ---------- $ 906,628 $ 1,337,262 $ 9,723,824 $1,940,480 ========== =========== =========== ========== Life on which Depreciation in Latest Income Accumulated Statement Description Total Depreciation (d)(e) Date Acquired is Computed ----------- ------- -------------------- ------------- -------------- Operating method: Office facility leased to Motorola, Inc. $ 4,379,455 $ 1,469,228 December 23, 1985 30 YRS. Land leased to January 17, 1986 N/A AutoZone, Inc. 3,989,013 May 2, 1986 Warehouse and manufactur facility leased to Martin Marietta Corporation 3,015,058 925,009 May 15, 1986 30 YRS. Motion picture theatre leased to Harcourt Gene Corporation 4,341,035 1,110,133 July 31, 1986 30 YRS. Warehouse and office facility leased to Kinney Shoe Corporation Armel, Inc. 5,268,350 1,340,471 September 17, 1986 30 YRS. Manufacturing facilities leased to AP Parts Manufacturing Company, 13,433,087 3,815,719 December 23, 1986 30 YRS. Manufacturing facilities leased to Anthony's Manufacturing Company, 11,500,00 2,725,001 February 24, 1987 30 YRS. Manufacturing and office facility leased to Yale Security, Inc. 3,700,000 85,000 August 13, 1985 30 YRS. Retail store leased to Winn Dixie Stores, Inc. 1,935,890 485,203 March 21, 1988 30 YRS. ----------- ---------- $51,561,888 $11,955,764 =========== =========== Operating real estate (d): Hotel properties located Alpena, Michigan $ 3,275,360 $ 1,250,047 October 28, 1991 5-30 YRS. Petoskey, Michigan 3,186,029 1,224,542 October 28, 1991 5-30 YRS. Livonia, Michigan 6,540,177 2,164,549 November 20, 1987 5-30 YRS. ----------- ----------- $13,001,566 $ 4,639,138 =========== ===========
See accompanying notes to Schedule. CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION as of December 31, 1996
Initial Cost To Costs Partnership Capitalized --------------------------- Decrease in Subsequent to Description Encumbrances Land Buildings Net Investment (b) Acquisition(a) ----------- -------------- ---- --------- ------------------ -------------- Financing method: Manufacturing and warehouse facility leased to Stoody Deloro Stellite, Inc. $2,615,000 $ 9,085,000 Retail stores leased to AutoZone, Inc. $5,508,115 7,004,305 $(321,900) Manufacturing facility leased to Peerless Chain Company 829,000 6,991,000 Retail and warehouse facility leased to Wal-Mart Stores, Inc., 3,464,336 1,467,000 5,208,000 $10,250 ----------- ---------- ----------- --------- ------- $8,972,451 $4,911,000 $28,288,305 $(321,900) $10,250 ========== ========== =========== ========= ======= Gross Amount at Which Carried Description at Close of Period (c) Date Acquired ----------- --------------------------- ------------- Total Financing method: Manufacturing and warehouse facility leased to Stoody Deloro Stellite, February 14, 1985 Inc. $11,700,000 Retail stores leased January 17, 1986 and AutoZone, Inc. 6,682,405 May 2, 1986 Manufacturing facility leased to Peerless Chain Company 7,820,000 June 18, 1986 Retail and warehouse facility leased to Wal-Mart Stores, Inc. 6,685,250 August 7, 1986 ----------- $32,887,655 ===========
See accompanying notes to Schedule. -21- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES TO SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION (a) Consists of acquisition costs including legal fees, appraisal fees, title costs and other related professional fees and purchase of furniture, fixtures, equipment and improvements at the hotel properties. (b) Decrease in net investment consists of decreases due to sale of properties. (c) At December 31, 1996, the aggregate cost of real estate owned for Federal income tax purposes is $96,957,899. (d) Reconciliation of Real Estate Accounted --------------------------------------- for Under the Operating Method ------------------------------ December 31, ----------- 1995 1996 ---- ---- Balance at beginning of year $46,333,108 $46,333,108 Sale of real estate (199,307) Additions 1,728,087 Reclassification of direct financing lease to operating lease 3,700,000 ----------- ----------- Balance at close of year $46,333,108 $51,561,888 =========== =========== Reconciliation of Accumulated Depreciation ------------------------------------------ December 31, ----------- 1995 1996 ---- ---- Balance at beginning of year $ 9,489,233 $10,653,598 Depreciation expense 1,164,365 1,302,166 ----------- ----------- Balance at close of year $10,653,598 $11,955,764 =========== =========== -22- CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership and SUBSIDIARIES NOTES TO SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION (e) Reconciliation of Operating Real Estate --------------------------------------- December 31, ----------- 1995 1996 ---- ----- Balance at beginning of year $12,414,611 $12,832,631 Additions 418,020 168,935 ----------- ----------- Balance at close of year $12,832,631 $13,001,566 =========== =========== Reconciliation of Accumulated Depreciation ------------------------------------------ for Operating Real Estate ------------------------- December 31, ------------ 1995 1996 ---- ---- Balance at beginning of year $3,916,144 $4,276,790 Depreciation expense 360,646 362,348 ---------- ---------- Balance at close of year $4,276,790 $4,639,138 ========== ========== -23- PROPERTIES - --------------------------------------------------------------------------------
LEASE TYPE OF OWNERSHIP OBLIGOR TYPE OF PROPERTY LOCATION INTEREST - ------------ ----------------- --------- ----------------- STOODY DELORO Warehouse and Manu- Industry, Ownership of land STELLITE, INC. facturing Facility California and building YALE SECURITY, INC. Manufacturing Lemont, Ownership of land Facility Illinois and building (1) MOTOROLA, INC. Computer and Urbana, Ownership of land Telecommunication Facility Illinois and building (1) LOCKHEED MARTIN Warehouse and Glen Burnie, Ownership of land CORPORATION Manufacturing Facility Maryland and building AUTOZONE, INC. Retail Stores - Charlotte, Lenoir, Ownership of land 32 locations Gastonia, and and buildings (1) Statesville, North Carolina; Austin, Corpus Christi-2, Nederland, San Antonio, Victoria, Waco, and West Orange, Texas; Bessemer, Chickasaw, Decatur, Mobile, Montgomery and Phenix City, Alabama; Alton, Belleview, Collinsville and Wood River, Illinois; Columbus, Georgia Baton Rouge, Lake Charles-2 and West Monroe, Louisiana; and Breckenridge, Maplewood, Overland and St. Louis, Missouri
-24- EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10K FOR THE YEAR ENDED DECEMBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 3,338,391 0 40,746 0 0 3,379,137 97,451,109 16,594,902 88,153,571 1,304,181 42,057,088 0 0 0 41,247,678 88,153,571 0 16,537,296 0 0 6,286,522 0 4,003,726 6,025,396 0 6,025,396 0 0 0 6,025,396 116.78 116.78
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