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The following is an excerpt from a S-4/A SEC Filing, filed by CORPORATE PROPERTY ASSOCIATES 15 INC on 6/30/2004.
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CORPORATE PROPERTY ASSOCIATES 15 INC - S-4/A - 20040630 - PROSPECTUS_SUMMARY

SUMMARY

This summary highlights selected information from this document. It may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read carefully this entire document and the documents to which we have referred you. See "Where You Can Find More Information" on page
83. We have included page references parenthetically to direct you to a more complete description of the topics in this summary.

THE COMPANIES

(PAGE 25)

Carey Institutional Properties Incorporated      Corporate Property Associates 15 Incorporated
           50 Rockefeller Plaza                              50 Rockefeller Plaza
         New York, New York 10020                          New York, New York 10020
              (800) WP CAREY                                    (800) WP CAREY

CPA Holdings Incorporated 50 Rockefeller Plaza New York, New York 10020
(800) WP CAREY

Corporate Property Associates 15 Incorporated is a real estate investment trust, or "REIT," that owns commercial properties leased to companies nationwide and in Europe, primarily on a triple net basis. As of June 1, 2004, CPA(R):15's portfolio consisted of 221 properties leased to 54 tenants and totaling more than 29 million square feet. In this proxy statement/prospectus, we refer to Corporate Property Associates 15 Incorporated as CPA(R):15.

Carey Institutional Properties Incorporated is also a REIT that owns commercial properties leased to companies nationwide, primarily on a triple net basis. As of June 1, 2004, CIP(R)'s portfolio consisted of 101 properties leased to 45 tenants and totaling more than 8.2 million square feet. In this proxy statement/prospectus, we refer to Carey Institutional Properties Incorporated as CIP(R).

As REITs, neither CPA(R):15 nor CIP(R) is subject to federal income taxation so long as it satisfies certain requirements relating to the nature of its income, the level of its distributions, and other factors.

CPA(R):15's and CIP(R)'s core investment strategies are the same, to purchase and own properties leased to a variety of companies on a single tenant, net lease basis. These leases generally place the economic burden of ownership on the tenant by requiring them to pay the costs of maintenance, insurance, taxes, structural repairs and other operating expenses.

CPA(R):15 was formed as a Maryland corporation on February 26, 2001. Between November 2001 and August 2003, CPA(R):15 sold a total of 104,617,606 shares of common stock for a total of $1,046,176,060 in gross offering proceeds. The proceeds of CPA(R):15's offerings have been combined with limited recourse mortgage debt to purchase its property portfolio.

CIP(R) was formed as a Maryland corporation on February 15, 1991. Between August 1991 and August 1993, CIP(R) sold a total of 14,167,581 shares of common stock for a total of $141,675,810 in gross offering proceeds. In 1995 CIP(R)'s board of directors authorized and began private placements of common stock. Through December 31, 2003, CIP(R) has issued a total of 6,250,262 shares for a total of $74,440,000 in connection with the private placements. Through May 19, 2004, CIP(R) has also issued 1,439,048 shares through its distribution reinvestment plan. The proceeds of CIP(R)'s offerings have been combined with limited recourse mortgage debt to purchase its property portfolio. On May 1, 2002, CIP(R) acquired the business of Corporate Property Associates 10 Incorporated ("CPA(R):10"), an affiliate, in a stock and note for stock merger. In the merger with CPA(R):10, CIP(R) acquired a portfolio of 50 properties subject to 24 net leases for a total transaction cost of $87,232,302.

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CIP(R) Acquisition Incorporated was formed as a Maryland corporation on May 17, 2004 for the sole purpose of facilitating the merger of CIP(R) and CPA(R):15. It will be a wholly-owned subsidiary of CPA(R):15 after the merger is completed. CPA(R):15 will succeed to the business of CIP(R) upon consummation of the merger.

CPA Holdings Incorporated was formed as a Maryland corporation on May 17, 2004 for the sole purpose of facilitating the alternate structure of the merger described herein, if the implementation of such structure becomes necessary. It is currently a wholly-owned subsidiary of W. P. Carey & Co. LLC, but upon consummation of the alternate structure, Holdings will be owned primarily by the current shareholders of CPA(R):15 and CIP(R).

W. P. Carey & Co. LLC provides both strategic and day-to-day management for CPA(R):15 and CIP(R), including acquisition services, research, investment analysis, asset management, capital funding services, disposition of assets, investor relations and administrative services. W. P. Carey & Co. LLC also provides office space and other facilities for CPA(R):15 and CIP(R). CPA(R):15 and CIP(R) pay asset management fees to W. P. Carey & Co. LLC and pay certain transactional fees. CPA(R):15 and CIP(R) also reimburse W. P. Carey & Co. LLC for certain expenses. W. P. Carey & Co. LLC also serves in this capacity for Corporate Property Associates 12 Incorporated ("CPA(R):12"), Corporate Property Associates 14 Incorporated ("CPA(R):14") and Corporate Property Associates
16 -- Global Incorporated ("CPA(R):16 -- Global"). W. P. Carey & Co. LLC is a publicly-traded company listed on the New York Stock Exchange and Pacific Stock Exchange under the symbol "WPC."

CPA(R):15's and CIP(R)'s principal executive offices are located at 50 Rockefeller Plaza, New York, NY 10020 and their telephone number is (800) WP CAREY. As of March 31, 2004, neither CPA(R):15 nor CIP(R) had any employees. Carey Asset Management Corp., the subsidiary of W. P. Carey & Co. LLC that provides advisory services, employs 125 individuals who perform services for CPA(R):15 and CIP(R), as well as for other affiliates.

THE MEETINGS
(PAGES 70 AND 73)

The CPA(R):15 special meeting will be held on August 24, 2004, at the Hilton New York, 1335 Avenue of the Americas, New York, starting at 11:00 a.m., Eastern Time.

The CIP(R) special meeting will be held on August 24, 2004, at the Hilton New York, 1335 Avenue of the Americas, New York, starting at 10:00 a.m., Eastern Time.

SHAREHOLDERS ENTITLED TO VOTE AND VOTES REQUIRED
(PAGES 70 AND 73)

Holders of record of shares of CPA(R):15 common stock at the close of business on June 28, 2004, are entitled to notice of, and to vote at, the CPA(R):15 special meeting. On the CPA(R):15 record date, there were 106,679,278 shares of CPA(R):15 common stock outstanding, each of which will be entitled to one vote on each matter to be acted upon at the CPA(R):15 special meeting. As of the CPA(R):15 record date, the directors and executive officers of CPA(R):15 and their affiliates, as a group, owned less than 1% of the outstanding shares of CPA(R):15 common stock. CPA(R):15 currently expects that all of these holders will vote in favor of the merger.

Holders of record of shares of CIP(R) common stock at the close of business on June 28, 2004, are entitled to notice of, and to vote at, the CIP(R) special meeting. On the CIP(R) record date for the special meeting, there were 28,910,437.87 shares of CIP(R) common stock outstanding, each of which will be entitled to one vote on each matter to be acted upon at the CIP(R) special meeting. As of the CIP(R) record date, the directors and executive officers of CIP(R) and their affiliates, as a group, owned approximately 9.67% of the outstanding shares of CIP(R) common stock. CIP(R) currently expects that all of these holders will vote in favor of the merger proposal.

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The merger proposal requires the approval of the holders of a two-thirds of the outstanding shares of CIP(R) common stock and the holders of a majority of the outstanding shares of CPA(R):15 common stock held of record on the respective record dates. Approval of the merger also constitutes approval of the alternate structure, if its implementation should become necessary.

PURPOSES OF THE MEETINGS
(PAGES 70 AND 73)

CPA(R):15 Special Meeting

At the CPA(R):15 special meeting, CPA(R):15 shareholders will be asked to consider and vote upon the merger and any other matters that are properly brought before the CPA(R):15 special meeting or any adjournment or postponement of the meeting.

CIP(R) Special Meeting

At the CIP(R) special meeting, CIP(R) shareholders will be asked to consider and vote upon the merger and any other matters that are properly brought before the CIP(R) special meeting or any adjournment or postponement of the meeting.

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