<PAGE>
 
                                 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.
<PAGE>
 
                                    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-
<PAGE>
 
               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-
<PAGE>
 
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-
<PAGE>
 
Item 2.    Properties.
           ----------
<TABLE> 
<CAPTION> 

     LEASE                                                                                  TYPE OF OWNERSHIP
    OBLIGOR                 TYPE OF PROPERTY              LOCATION                              INTEREST
-------------               ----------------              ---------                         -----------------
<S>                         <C>                           <C>                               <C> 
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)
</TABLE> 

                                      -4-
<PAGE>
 
<TABLE> 
<CAPTION> 
     LEASE                                                                        TYPE OF OWNERSHIP
    OBLIGOR                 TYPE OF PROPERTY              LOCATION                    INTEREST
-------------               ----------------              ---------               -----------------
<S>                         <C>                           <C>                     <C> 
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
</TABLE> 
(1)   These properties are encumbered by mortgage notes payable.
(2)   These properties are operated with affiliates.

                                      -5-
<PAGE>
 
               The material terms of Registrant's leases with its significant
tenants are summarized in the following table:

<TABLE> 
<CAPTION> 
                  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 
-------            ------------    -------    -------    ---------  -------   ---------      ---------------              --------
<S>                <C>             <C>        <C>        <C>         <C>      <C>            <C>                         <C> 
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


</TABLE> 

                                      -6-
<PAGE>
 
<TABLE> 
<CAPTION> 
                  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)
-------            ------------    -------    -------    ---------  -------   ---------      ---------------              --------
<S>                <C>             <C>        <C>        <C>        <C>       <C>            <C>                         <C> 
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.
</TABLE> 
(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:
<TABLE> 
<CAPTION> 
                                              Mortgage
                          Annual Interest      Balance      Annual Debt    Maturity    Estimated Payment
    Lease Obligor              Rate           12/31/96       Service         Date      Due at Maturity     Prepayment Provisions
------------------         --------------   -----------     -----------    --------    -----------------   ----------------------
<S>                        <C>              <C>             <C>            <C>         <C>                 <C> 
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.
</TABLE> 

                                      -7-
<PAGE>
 
<TABLE> 
<CAPTION> 
                                              Mortgage
                          Annual Interest      Balance      Annual Debt    Maturity    Estimated Payment
    Lease Obligor              Rate           12/31/96       Service         Date      Due at Maturity     Prepayment Provisions
------------------         --------------   -----------     -----------    --------    -----------------   ----------------------
<S>                        <C>              <C>             <C>            <C>         <C>                 <C> 
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
</TABLE> 

(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-
<PAGE>
 
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-
<PAGE>
 
                                   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:
<TABLE> 
<CAPTION> 
                                                                                 Has Served as a
                                                                                 Director and/or
        Name                 Age    Positions Held                               Officer Since (1)
        ----                 ---    --------------                               -----------------
<S>                          <C>    <C>                                          <C>     

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
</TABLE> 
(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-
<PAGE>
 
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-
<PAGE>
 
               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-
<PAGE>
 
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:
<TABLE> 
<CAPTION> 
                                                        Number of Units
                               Name of                   and Nature of                      Percent
Title of Class            Beneficial Owner            Beneficial Ownership                  of Class
--------------            ----------------            --------------------                  --------
<S>                       <C>                         <C>                                   <C> 
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%
                                                                ===                            ====
</TABLE> 

(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-
<PAGE>
 
                                    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-
<PAGE>
 
   (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.
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
  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.
</TABLE> 
                                     -15-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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
</TABLE> 
                                     -16-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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
</TABLE> 
                                     -17-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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
</TABLE> 

                                     -18-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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
</TABLE> 
                                     -19-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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.
</TABLE>
                                     -20-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
 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

</TABLE> 
                                -21-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -22-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                        -23- 
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -24-
                                        
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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.

</TABLE> 
                                                -25-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -26-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -27-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -28-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 

                                     -29-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -30-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -31-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -32-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -33-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -34-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -35-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -36-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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
</TABLE> 
                                                -37-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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

</TABLE> 
                                                -38-
<PAGE>
 
<TABLE> 
<CAPTION> 
Exhibit                                                                      Method of
  No.       Description                                                       Filing
-------     -----------                                                      ---------
<S>         <C>                                                         <C> 
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.
</TABLE> 


   (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-
<PAGE>
 
                                  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.
<TABLE> 
<S>                          <C>                                      <C>  
                             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)
</TABLE> 
                                     -40-
<PAGE>
 
                                                   APPENDIX A TO FORM 10-K




                        CORPORATE PROPERTY ASSOCIATES 6
                      - A CALIFORNIA LIMITED PARTNERSHIP
                               AND SUBSIDIARIES





                                                   1996 ANNUAL REPORT
<PAGE>
 
SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
(In thousands except per unit amounts)
<TABLE> 
<CAPTION> 
                                     1992           1993            1994            1995             1996
                                     ----           ----            ----            ----             ----
<S>                                 <C>           <C>              <C>            <C>              <C> 
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
</TABLE> 
(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-
<PAGE>
 
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-
<PAGE>
 
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-
<PAGE>
 
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-
<PAGE>
 
                       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-
<PAGE>
 
                        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>
 
                        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>
 
                        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>
 
                        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>
 
                        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> 
<S>                                                                          <C> 
      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
                                                                             ===========
</TABLE> 
The accompanying notes are an integral part of the consolidated financial
statements.

                                     -10-
<PAGE>
 
                        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-
<PAGE>
 
                        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>
 
                        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:
<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> 

          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-
<PAGE>
 
                        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:

<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>
 
                        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-
<PAGE>
 
                        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> 
                                                             Continue

                                     -16-
<PAGE>
 
                        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.
                                   Continue

                                     -17-
<PAGE>
 
                        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-
<PAGE>
 
                        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>
 
                        CORPORATE PROPERTY ASSOCIATES 6
                      - a California limited partnership
                               and SUBSIDIARIES

             SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION

                            as of December 31, 1996

<TABLE> 
<CAPTION> 
                                                 Initial Cost to
                                                    Partnership                                      
                                                 -------------------   Personal  Decrease in           
        Description             Encumbrances     Land       Buildings  Property  Net Investment(b)    
        -----------             --------------   ----       ---------  --------  -----------------    
<S>                            <C>               <C>        <C>        <C>       <C> 
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                 
                               ===========  ===========  =========== ==========                 
<CAPTION> 
                                                              Gross Amount at which Carried   
                                         Costs              at Close of Period  (a)(c) (d) (e)    
                                      Capitalized           ----------------------------------
                                      Subsequent to                                   Personel
        Description                   Acquisition(a)         Land         Buildings   Property   
        -----------                   --------------         ----         ---------   --------   
<S>                                  <C>                    <C>          <C>         <C> 
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
                                     ==========            ===========   ===========  ==========
<CAPTION> 
                                                                                             
                                                                                            Life on which    
                                                                                            Depreciation in
                                                                                            Latest Income
                                                      Accumulated                             Statement
       Description                   Total        Depreciation (d)(e)     Date Acquired      is Computed
        -----------                  -------      --------------------    -------------     --------------
<S>                                 <C>           <C>                     <C>               <C> 
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
                                     ===========     ===========
</TABLE> 

See accompanying notes to Schedule.
<PAGE>
 
                        CORPORATE PROPERTY ASSOCIATES 6
                      - a California limited partnership

                               and SUBSIDIARIES

             SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION

                            as of December 31, 1996

<TABLE> 
<CAPTION> 


                                                                                             
                                                Initial Cost To                                     Costs       
                                                  Partnership                                    Capitalized   
                                          ---------------------------     Decrease in           Subsequent to   
        Description       Encumbrances    Land              Buildings    Net Investment (b)     Acquisition(a)         
        -----------      --------------   ----              ---------    ------------------     --------------         
<S>                      <C>              <C>                <C>          <C>                   <C> 
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                
                          ==========  ==========          ===========       =========                  =======                

<CAPTION> 

                           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
                                  ===========

</TABLE> 


See accompanying notes to Schedule.

                                     -21-
<PAGE>

                        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-
<PAGE>

                        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-
<PAGE>
 
PROPERTIES

--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 

 LEASE                                                                           TYPE OF OWNERSHIP
 OBLIGOR                    TYPE OF PROPERTY              LOCATION                   INTEREST
------------                -----------------             ---------              -----------------
<S>                         <C>                           <C>                    <C> 
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
</TABLE> 

                                     -24-