<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(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                                 (I.R.S. Employer 
of incorporation or organization)                            Identification No.)

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 (Section 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.


<PAGE>   2
                                     PART II




Item 8.      Consolidated Financial Statements and Supplementary Data.



         (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.

         (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.




<PAGE>   3
                        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 Annual Report. 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 -
<PAGE>   4
                         CORPORATE PROPERTY ASSOCIATES 6
                       - a California limited partnership
                                and SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1995 and 1996

<TABLE>
<CAPTION>
                                                                          1995                    1996
                                                                          ----                    ----

<S>                                                                     <C>                     <C>        
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
                                                                        ===========             ===========
</TABLE>





The accompanying notes are an integral part of the consolidated financial
statements.


                                     - 6 -
<PAGE>   5
                         CORPORATE PROPERTY ASSOCIATES 6
                       - a California limited partnership
                                and SUBSIDIARIES

                        CONSOLIDATED STATEMENTS of INCOME

              For the years ended December 31, 1994, 1995 and 1996


<TABLE>
<CAPTION>
                                                               1994                  1995                  1996
                                                               ----                  ----                  ----
<S>                                                         <C>                   <C>                   <C>        
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
                                                            ===========           ===========           ===========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


                                     - 7 -
<PAGE>   6
                         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




<TABLE>
<CAPTION>
                                                                Partners' Capital Accounts
                                                                --------------------------
                                                                                                             Limited
                                                                                                             Partners'
                                                                         General            Limited          Amount Per
                                                       Total             Partners           Partners          Unit(a)
                                                       -----             --------           --------          -------
<S>                                                <C>                 <C>                <C>                  <C> 
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
                                                    ===========         =========          ===========          ====
</TABLE>




(a)  Based on weighted average Units issued and outstanding.




The accompanying notes are an integral part of the consolidated financial
statements.


                                     - 8 -
<PAGE>   7
                         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



<TABLE>
<CAPTION>
                                                                             1994                    1995                  1996
                                                                             ----                    ----                  ----
<S>                                                                       <C>                  <C>                   <C>         
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
                                                                          ===========          ============          ============
</TABLE>


                                   (Continued)



                                     - 9 -
<PAGE>   8
                         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.


<TABLE>
                  Cash payment made in connection with satisfaction
<S>                                                                                                        <C>         
                      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
                                                                                                           ===========
</TABLE>





The accompanying notes are an integral part of the consolidated financial
statements.


                                     - 10 -
<PAGE>   9
                         CORPORATE PROPERTY ASSOCIATES 6
                       - a California limited partnership
                                and SUBSIDIARIES

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS



1.      Summary of Significant Accounting Policies:

         Basis of Consolidation:

            Theconsolidated 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 -
<PAGE>   10
                         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 -
<PAGE>   11
                         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, formal plans of liquidation are adopted or
               limited partnership units are converted to other securities which
               provide the security holder with greater liquidity than a limited
               partnership unit. Management believes that as of the report date,
               ultimate payment of the preferred return is reasonably possible
               but not probable, as defined pursuant to Statement of Financial
               Accounting Standards No. 5.

 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:

<TABLE>
<CAPTION>
                                                                          1994             1995              1996
                                                                          ----             ----              ----
<S>                                                                     <C>              <C>               <C>     
                  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
                                                                        ========         ========          ========
</TABLE>

                                   Continued


                                     - 13 -
<PAGE>   12
                         CORPORATE PROPERTY ASSOCIATES 6
                       - a California limited partnership
                                and SUBSIDIARIES

              NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued


            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.

            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:

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                                                     ------------
                                                                            1995                      1996
                                                                            ----                      ----
<S>                                                                     <C>                      <C>        
                      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
                                                                        ===========              ===========
</TABLE>

 5.     Net Investment in Direct Financing Leases:

            Net investment in direct financing leases is summarized as follows:

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                                    ------------
                                                                            1995                      1996
                                                                            ----                      ----
<S>                                                                    <C>                       <C>         
                      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
                                                                       ============              ============
</TABLE>


                                   Continued


                                     - 14 -
<PAGE>   13
                         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,

<TABLE>
<S>               <C>                                                    <C>         
                  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
                                                                         ============
</TABLE>

        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.

                                   Continued


                                     - 15 -
<PAGE>   14
                         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:

<TABLE>
<CAPTION>
                                                                                                        Limited
         Year Ending           Distributions Paid                Distributions Paid                   Partners' Per
         December 31,          to General Partners               to Limited Partners                 Unit Amount
       ----------------        -------------------               -------------------                 -----------
<S>                            <C>                               <C>                                <C>   
              1994                     $280,823                          $4,423,868                         $92.26
                                       ========                          ==========                         ======
              1995                     $282,718                          $4,453,641                         $92.91
                                       ========                          ==========                         ======
              1996                     $275,797                          $4,605,114                         $96.08
                                       ========                          ==========                         ======
</TABLE>


        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:

<TABLE>
<CAPTION>
                                                                       1994                 1995              1996
                                                                       ----                 ----              ----
<S>                                                                  <C>                  <C>               <C>        
             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
                                                                     ===========          ===========       ===========
</TABLE>

                                   Continued


                                     - 16 -
<PAGE>   15
                         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:

<TABLE>
<CAPTION>
                                                      1994        %              1995        %              1996        %
                                                      ----       ---             ----       ---             ----       --
<S>                                                 <C>           <C>        <C>            <C>         <C>            <C>
   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%
                                                   ===========   ====        ===========   ====         ===========   ====
</TABLE>



            Summarized operating results of the Partnership's share of the
operations of three hotels are:

<TABLE>
<CAPTION>
                                                             1994                         1995                    1996
                                                             ----                         ----                    ----
<S>                                                      <C>                          <C>                      <C>        
        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
                                                         ===========                  ===========              ===========
</TABLE>



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.

                                   Continued


                                     - 17 -
<PAGE>   16
                         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.

                                   Continued

                                     - 18 -
<PAGE>   17
                         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 -
<PAGE>   18
                                   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.



     09/3/97                          BY:   /s/ Steven M. Berzin
    --------                                --------------------
     Date                                   Claude Fernandez
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer)



     09/3/97                          BY:   /s/ Claude Fernandez
    --------                                --------------------
     Date                                   Claude Fernandez
                                            Executive Vice President and
                                            Chief Administrative Officer
                                            (Principal Accounting Officer)



                                     - 20 -