<PAGE>   1

                                  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, 1997

                                       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  0-17620

      CORPORATE PROPERTY ASSOCIATES 8, L.P., a Delaware limited partnership
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            13-3469700
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer 
 incorporation or organization)                            Identification No.)


50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK                                 10020
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code          (212) 492-1100
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered

               NONE                                         NONE
-----------------------------------        -------------------------------------

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

           Securities registered pursuant to Section 12(g) of the Act:

                          SUBSIDIARY 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 delinquent 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 Subsidiary Partnership Units.
<PAGE>   2

                                      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 Delaware limited partnership
on October 20, 1987. Effective January 1, 1998, the General Partner of
Registrant is Carey Diversified LLC ("Carey Diversified"). Eighth Carey
Corporate Property, Inc., a Delaware corporation, and William Polk Carey were
formerly Corporate General Partner and Individual General Partner, respectively.
Carey Diversified is also the General Partner of Corporate Property Associates
("CPA(R):1"), Corporate Property Associates 2 ("CPA(R):2"), Corporate Property
Associates 3 ("CPA(R):3"), Corporate Property Associates 4, a California limited
partnership ("CPA(R):4"), Corporate Property Associates 5 ("CPA(R):5"),
Corporate Property Associates 6 - a California limited partnership ("CPA(R):6"),
Corporate Property Associates 7 - a California limited partnership ("CPA(R):7"),
Corporate Property Associates 9, L.P., a Delaware limited partnership
("CPA(R):9"). Registrant has entered into an agreement with Carey Management LLC
("Carey Management") pursuant to which Carey Management performs a variety of
management services for Registrant.

      Commencing on February 17, 1988, Registrant offered to the public (the
"Public Offering") 49,900 Limited Partnership Units (the "Units") through Carey
Financial Corporation ("Carey Financial"), as Sales Agent, at a price of $1,000
per Unit. The Units were registered under the Securities Act of 1933
(Registration No. 33-18478). Under the terms of the Public Offering, as the
Registrant received subscriptions for more than 49,900 Units, the Sales Agent
exercised its right to sell a maximum of an additional 50,000 Units. Registrant
issued a total of 67,649.316 Units during the offering and on March 15, 1989
Registrant filed Post Effective Amendment No. 4 with the Securities and Exchange
Commission withdrawing from registration the balance of the Units.

      The properties owned by Registrant are described in Item 2. Registrant's
net proceeds from the public offering, less a working capital reserve, have been
fully invested in net leased commercial and industrial real estate since October
26, 1990, the date of Registrant's final real estate acquisition.

      Registrant has one industry segment consisting of the investment in and
the leasing of industrial and commercial real estate. In 1996, Registrant
transferred ownership of a hotel property in Kenner, Louisiana for an interest
in the operating partnership of a real estate investment trust. See Selected
Financial Data in Item 6 for a summary of Registrant's operations. Also see the
material contained in the Prospectus under the heading INVESTMENT OBJECTIVES AND
POLICIES.

      Except for a property in Bloomingdale, Illinois which is partially
occupied by the United States Postal Service, all of Registrant's properties are
leased to corporate tenants under long-term net leases. A net lease generally
requires tenants to pay all operating expenses relating to the leased properties
including maintenance, real estate taxes, insurance and utilities which under
other forms of leases are often paid by the lessor. 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 require the lessees to indemnify
Registrant and the General Partners for liabilities on all matters related to
the leased properties. 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 the leased
properties and primary property and liability coverages on its vacant property.
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 liability or environmental claims. Currently, there
are no claims pending for property damages or liability claims.

      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 (i.e. expenses) reportable with respect to
Registrant's leased properties. Current rental income is reported in Note 9 to
the Financial Statements in Item 8. As discussed in Registrant's Management's
Discussion and Analysis in Item 7, Registrant's leases generally provide for
periodic rent increases which are either stated and negotiated at the


                                      -1-
<PAGE>   3

inception of the lease or based on formulas indexed to increases in the Consumer
Price Index. Registrant's leases generally provide for multiple renewal terms
with the initial term on its significant leases scheduled to expire between 1998
and 2014. Several of the leases include purchase options, with such options
generally at an exercise price based on the greater of fair market value, as
defined in the lease, or a stated amount.

      Since Registrant's objective has been to invest in long-term net leases
for properties which are occupied by a single corporate tenant backed by the
credit of the corporate lessee, Registrant's properties generally have not been
subject to competitive conditions of local and regional real estate markets.
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's strategy was to identify properties
which included operations of material importance to the lessee so that the
lessee would be more likely to extend its lease beyond the initial term or
exercise a purchase option if such option was provided for in the lease
agreement. 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.

      For the year ended December 31, 1997, revenues from properties occupied by
lessees which accounted for 10% or more of the total operating revenues of
Registrant were as follows: Advanced System Applications, Inc. ("ASA"), 10 %;
Sybron International Corporation, 17%; Dr Pepper Bottling Company of Texas ("Dr
Pepper"), 14% and Quebecor Printing Inc., 11%. No other property owned by
Registrant accounted for 10% or more of its total operating revenue during 1997.
Net of rentals received from a subtenant at the ASA property, revenues from ASA
would have accounted for 9% of the total operating revenues of Registrant. See
Note 9 to the Financial Statements in Item 8.

      The Registrant has a 50% equity interest in a property leased to Lockheed
Martin Corporation. The initial term of the Lockheed Martin lease ends in July
1998. Since December 31, 1998, Lockheed Martin has agreed to an extension term
of five years. Subsequent to December 31, 1997, the equity interest has been
converted to an undivided interest as a tenant-in-common.

      In connection with the purchase of its properties, Registrant required
sellers of such properties to perform environmental reviews. Management
believes, based on the results of such reviews, that Registrant's properties
were in substantial compliance with Federal and state environmental statutes at
the time the properties were acquired. However, 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 most instances where contamination has been
identified, tenants are actively engaged in the remediation process and
addressing identified conditions. 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 with provisions of such indemnification specifically
addressing environmental matters. Accordingly, Management believes that the
ultimate resolution of environmental matters will not have a material adverse
effect on Registrant's financial condition, liquidity or results of operations.

      On October 16, 1997, Registrant distributed a Consent Solicitation
Statement/Prospectus to the Limited Partners that described a proposal to
consolidate Registrant with the other CPA(R) Partnerships. Proposals that each
of the nine CPA(R) limited partnerships be merged with a corresponding
subsidiary partnership of Carey Diversified, of which Carey Diversified is the
general partner, were approved by the Limited Partners of all nine of the CPA(R)
limited partnerships. Each limited partner had the option of either exchanging
his or her limited partnership interest for an interest in Carey Diversified
("Listed Shares") or to retain a limited partnership interest in the subsidiary
partnership ("Subsidiary Partnership Units"). On January 1, 1998, 3,491 holders
representing 66,094 of the 67,582 limited partnership units exchanged such units
for 4,596,838 Listed Shares with 54 holders with the remaining 1,488 limited
partnership units exchanging such units for Subsidiary Partnership Units. The
former General Partners received 193,778 Listed Shares for their interest in
their share of the appreciation in Registrant properties.

      The Listed Shares are listed on the New York Stock Exchange. The
Subsidiary Partnership Units provide substantially the same economic interest
and legal rights as those of a limited partnership unit in Registrant prior to
the Consolidation, but are not listed on a securities exchange. A liquidating
distribution to


                                      -2-
<PAGE>   4

holders of Subsidiary Partnership Units will be made after an appraisal of
Registrant's properties. The date of such an appraisal is to be no later than
December 31, 2002.

      Registrant does not have any employees. Carey Management, an affiliate of
the General Partner of Registrant, performs accounting, secretarial and transfer
services for Registrant. Chase Mellon Shareholder Services, Inc. performs
certain transfer services for Registrant and The Chase Manhattan Bank 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 for Registrant.

      Registrant's management company has responsibility for maintaining
Registrant's books and records. An affiliate of the management company services
the computer systems used in maintaining such books and records. In its
preliminary assessment of Year 2000 issues, the affiliate believes that such
issues will not have a material effect on Registrant's operations; however, such
assessment has not been completed. Registrant relies on its bank and transfer
agent for certain computer related services and has initiated discussions to
determine whether they are addressing Year 2000 issues that might affect
Registrant.


Item 2.  Properties.

<TABLE>
<CAPTION>
     LEASE                                                                    TYPE OF OWNERSHIP
    OBLIGOR             TYPE OF PROPERTY                LOCATION                   INTEREST
-----------------      -------------------      ------------------------    ---------------------
<S>                    <C>                      <C>                         <C>    
LOCKHEED MARTIN        Office/Research          King of Prussia,            Ownership of a 50%
CORPORATION            Facility                 Pennsylvania                interest in
                                                                            land and building (1)
                                                                          
QUEBECOR PRINTING      Industrial               Olive Branch,               Ownership of land
INC.                   and Office               Mississippi                 and building (1)
                       Buildings                                          
                                                                          
QUEBECOR PRINTING      Industrial Building      Dekalb County,              Ownership of a 26.43%
INC.                   and Office Facility      Georgia                     interest in land and
                                                                            buildings
                                                                          
AUTOZONE, INC.         Retail Stores            Jacksonville,               Ownership of land
                                                Florida - 2;                and buildings
                                                Albany, Augusta,   
                                                Brunswick and
                                                Macon, Georgia;
                                                Columbia, South Carolina;
                                                Houston and San Antonio,
                                                Texas; Albuquerque and
                                                Farmington, New Mexico

UNITED STATES          Office Building          Bloomingdale,               Ownership of a
POSTAL SERVICE                                  Illinois                    66.36% interest in
                                                                            land and building
                                                                          
HIGH VOLTAGE           Manufacturing            Sterling,                   Ownership of land
ENGINEERING            and Office               Massachusetts;              and buildings (1)
CORP.                  Buildings                East Hempfield       
                                                Township, Pennsylvania

WOZNIAK INDUSTRIES,    Manufacturing            Schiller Park,              Ownership of land
INC./MAYFAIR MOLDED    Facility                 Illinois                    and building
PRODUCTS                                                                    
CORPORATION                                                           
</TABLE>


                                      -3-
<PAGE>   5

<TABLE>
<CAPTION>
     LEASE                                                                    TYPE OF OWNERSHIP
    OBLIGOR             TYPE OF PROPERTY                LOCATION                   INTEREST
-----------------      -------------------      ------------------------    ---------------------
<S>                    <C>                      <C>                         <C>    
SYBRON                 Manufacturing and        Penfield,                   Ownership of a
INTERNATIONAL          Office Buildings         New York;                   75.26% interest in
CORPORATION                                     Portsmouth,                 land and buildings
                                                New Hampshire;              (1)
                                                Dubuque, Iowa;     
                                                Glendora, California;
                                                Romulus, Michigan

UNITED STATIONERS      Office/Warehouse         San Antonio, Texas;         Ownership of land
SUPPLY CO.             Facility                 Memphis, Tennessee;         and buildings (1)
                                                New Orleans, Louisiana

FEDERAL EXPRESS        Office/Warehouse         College                     Ownership of land
CORPORATION            Facility                 Station, Texas              and building
                                                                          
NVR, INC.              Manufacturing            Thurmont,                   Ownership of a
                       Facility                 Maryland and                62.963% interest
                                                Farmington, New York        in land and buildings

DR PEPPER BOTTLING     Bottling/                Irvine and                  Ownership of a 50%
COMPANY OF TEXAS       Distribution             Houston, Texas              interest in land and
                       Office Facility                                      and buildings (1)
                                                                           
ORBITAL SCIENCES       Engineering &            Chandler,                   Ownership of a 42%
CORPORATION            Fabrication              Arizona                     interest in land and
                       Facility                                             buildings (1)
                                                                           
FURON COMPANY          Manufacturing, Office    New Haven,                  Ownership of a 32.28%
                       and Warehouse            Connecticut;                interest in land and
                       Facilities               Mickleton, New Jersey;      buildings (1)
                                                Aurora and Mantua, Ohio;
                                                Bristol, Rhode Island;
                                                Mt. Pleasant, Texas;
                                                Milwaukee, Wisconsin.

DETROIT DIESEL         Office, Warehouse,       Detroit,                    Ownership of a 20%
CORPORATION            Manufacturing, Truck     Michigan                    interest in land and
                       Repair Facilities and                                buildings (1)
                       Waste Treatment Plant                               
                                                                           
WINN-DIXIE             Supermarket              Brewton, Alabama            Ownership of building (2)
STORES, INC.                                                               
                                                                           
ALLIED PLYWOOD,        Manufacturing/           Manassas, Virginia          Ownership of a 62.963%
INC.                   Office building                                      interest in land and building
                                                                           
STAIRPANS, INC.        Manufacturing/           Fredricksburg,              Ownership of a
                       Office building          Virginia                    62.963% interest
                                                                            in land and building
                                                                           
HOTEL CORPORATION      Hotel                    Topeka, Kansas              50% ownership of a limited
OF AMERICA                                                                  partnership which owns
                                                                            land and building (1)
</TABLE>

(1) These properties are encumbered by mortgage notes payable.

(2) This property is subject to a ground lease.


                                      -4-
<PAGE>   6

      The material terms of Registrant's leases with its significant tenants are
summarized in the following table:

<TABLE>
<CAPTION>
                 Partnership's
                   Share of                    Current      Lease
Lease               Current       Square       Rent Per  Expiration  Renewal      Ownership            Terms of
Obligor           Annual Rent     Footage      Sq.Ft.(1)  (Mo/Year)   Terms       Interest             Purchase Option
-------           -----------     -------      ---------  ---------   -----       --------             ---------------
<S>                <C>            <C>          <C>          <C>         <C>       <C>                  <C>    
Sybron             $2,491,920     705,900      $ 4.69       12/13       YES       75.26% interest;     The greater of
International                                                                     remaining interest   fair market value or
Corporation (3)                                                                   owned by             $18,897,786 and any
                                                                                  Corporate Property   prepayment premium.
                                                                                  Associates 7         
                                                                                  ("CPA(R):7")         
                                                                                                       
Dr Pepper           1,999,000     721,947        5.54       06/14       YES       50% interest;        The greater of
Bottling                                                                          remaining interest   fair market value
Company                                                                           owned by             of the property
of Texas (3)                                                                      Corporate Property   or $14,100,000
                                                                                  Associates 9       
                                                                                  ("CPA(R):9")


U.S. Postal           723,312      60,320       18.07       04/06        NO       66.36% interest;     N/A
Service                                                                           remaining            
                                                                                  interest owned       
                                                                                  by CPA(R):7          
                                                                                                       
Orbital               977,378     280,000        7.95       09/09       YES       42% interest;        N/A
Sciences                                                                          remaining            
Corporation (3)                                                                   interest owned       
                                                                                  by CPA(R):9          
                                                                                                       
Quebecor                                                                                               
Printing Inc.                                                                                          
  Olive Branch,       992,349     270,500        3.67       06/08       YES       100%                 The greater of fair
  MS (3)                                                                                               market value or
                                                                                                       $7,685,000 (less
                                                                                                       other amounts
                                                                                                       stated in lease)

  Dekalb              395,666    432,559         3.46       12/09       YES       26.43% interest;     N/A
  County,                                                                         remaining interest   
  Georgia  (2)(3)                                                                 owned by CPA(R):9    
                                                                                                       
NVR,                  459,072     179,741        4.06       03/14       YES       62.963% interest;    N/A
Inc.                                                                              remaining interest 
                                                                                  owned by CPA(R):7
High Voltage
Engineering
Corp.;
  Sterling,           574,440      70,000        8.21       11/13       YES       100%                 The greater of fair
  MA (2)(3)                                                                                            market value or
                                                                                                       $4,050,000 and
                                                                                                       any prepayment
                                                                                                       premium.

  Lancaster,          599,986      70,712        8.48       11/13       YES       100%                 The greater of fair
  PA (2)(3)                                                                                            market value or
                                                                                                       $5,600,000 and
                                                                                                       any prepayment
                                                                                                       penalty.

Furon                 779,901     699,870        3.45       07/07       YES       32.28% interest      N/A
Company (3)                                                                       in a limited       
                                                                                  liability company,
                                                                                  remaining
                                                                                  interest owned
                                                                                  by CPA(R):9
</TABLE>


                                      -5-
<PAGE>   7

<TABLE>
<CAPTION>
                 Partnership's
                   Share of                    Current      Lease
Lease               Current       Square       Rent Per  Expiration  Renewal      Ownership            Terms of
Obligor           Annual Rent     Footage      Sq.Ft.(1)  (Mo/Year)   Terms       Interest             Purchase Option
-------           -----------     -------      ---------  ---------   -----       --------             ---------------
<S>                <C>            <C>          <C>          <C>         <C>       <C>                  <C>    

Detroit            $  729,078   2,730,750       $1.34       06/10       YES       20% interest;        N/A
Diesel                                                                            remaining
Corporation (3)                                                                   interest owned
                                                                                  by CPA(R):9
                                              
AutoZone,             545,883      54,000       10.11       08/13       YES       100%                 N/A
Inc.                                          
                                              
United                                        
Stationers            812,708     197,321        4.12       03/10       YES       100%                 N/A
Supply                                        
Company, Inc. (3)                             
                                              
Wozniak               460,755      84,197        5.47       12/03       YES       100%                 The greater of
Industries, Inc./                                                                                      fair market value or
Mayfair Molded                                                                                         $3,250,000 and any
Products                                                                                               prepayment premium.
Corporation
</TABLE>


(1)   Represents rent per square foot when combined with rents applicable to
      tenants-in-common.

(2)   A portion of the rent is variable, based on changes in monthly mortgage
      debt service requirements on the properties.

(3)   These properties are encumbered by limited recourse mortgages.


                                      -6-
<PAGE>   8

Item 3.      Legal Proceedings.

      As of the date hereof, Registrant is not a party to any material pending
legal proceedings.



Item 4.      Submission of Matters to a Vote of Security Holders.

      Information with respect to matters submitted to a vote of security
holders during the fourth quarter of the year ended December 31, 1997 is hereby
incorporated by reference to page 27 of Registrant's Annual Report contained in
Appendix A.


                                     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 27 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.      Financial Statements and Supplementary Data.

      The following 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)  Balance Sheets as of December 31, 1996 and 1997.
      (iii)  Statements of Income for the years ended December 31, 1995, 1996
             and 1997. 
       (iv)  Statements of Partners' Capital for the years ended December 31,
             1995, 1996 and 1997.
        (v)  Statements of Cash Flows for the years ended December 31, 1995, 
             1996 and 1997.
       (vi)  Notes to Financial Statements.

Item 9.      Disagreements on Accounting and Financial Disclosure.

      NONE


                                      -7-
<PAGE>   9

                                    PART III


Item 10.     Directors and Executive Officers of the Registrant.

      Registrant has no officers or directors. The directors and executive
officers of the General Partner, Carey Diversified LLC, are as follows:

<TABLE>
<CAPTION>
                                                                                           Has Served as a
                                                                                           Director and/or
         Name                     Age            Positions Held                           Officer Since (1)
         ----                     ---            --------------                           -----------------
<S>                               <C>        <C>                                          <C>    
Francis J. Carey                   72        Chairman of the Board                              1/98
                                             Chief Executive Officer
                                             Director
                                            
William Polk Carey                 67        Chairman of the Executive Committee                1/98
                                             Director
                                            
Steven M. Berzin                   47        Vice Chairman                                      1/98
                                             Chief Legal Officer
                                             Director
                                            
Gordon F. DuGan                    31        President                                          1/98
                                             Chief Acquisitions Officer
                                             Director
                                            
Donald E. Nickelson                64        Chairman of the Audit Committee                    1/98
                                             Director
                                            
Eberhard Faber, IV                 61        Director                                           1/98
                                            
Barclay G. Jones III               37        Director                                           1/98
                                            
Lawrence R. Klein                  77        Director                                           1/98
                                            
Charles C. Townsend, Jr.           69        Director                                           1/98
                                            
Reginald Winssinger                55        Director                                           1/98
                                            
Claude Fernandez                   45        Executive Vice President                           1/98
                                             - Financial Operations
                                            
John J. Park                       33        Executive Vice President                           1/98
                                             Chief Financial Officer
                                             Treasurer
                                            
H. Augustus Carey                  40        Senior Vice President                              1/98
                                             Secretary
                                            
Samantha K. Garbus                 29        Vice President - Asset Management                  1/98
                                            
Susan C. Hyde                      29        Vice President - Shareholder Services              1/98
                                            
Robert C. Kehoe                    37        Vice President - Accounting                        1/98
                                            
Edward V. LaPuma                   24        Vice President - Acquisitions                      1/98
</TABLE>

      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.


                                      -8-
<PAGE>   10

      A description of the business experience of each officer and director of
the Corporate General Partner is set forth below:

      Francis J. Carey, Chairman of the Board, Chief Executive Officer and
Director, was elected President and a Managing Director of W. P. Carey & Co.
("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.

      Gordon F. DuGan, President, Chief Acquisitions Officer and Director, was
elected Executive Vice President and a Managing Director of W.P. Carey in June
1997. Mr. Dugan rejoined W.P. Carey as Deputy Head of Acquisitions in February
1997. Mr. Dugan was until September 1995 a Senior Vice President in the
Acquisitions Department of W.P. Carey. Mr. Dugan joined W.P. Carey as Assistant
to the Chairman in May 1988, after graduating from the Wharton School at the
University of Pennsylvania where he concentrated in Finance. From October 1995
until February 1997, Mr. Dugan was Chief Financial Officer of Superconducting
Core Technologies, Inc., a Colorado-based wireless communications equipment
manufacturer.

      Steven M. Berzin, Vice Chairman, Chief Legal Officer and Director, was
elected Executive Vice President, Chief Financial Officer, Chief Legal Officer
and a Managing Director of W.P. Carey in July 1997. From 1993 to 1997, Mr.
Berzin was Vice President - Business Development of General Electric Capital
Corporation in the office of the Executive Vice President and, more recently, in
the office of the President, where he was responsible for business development
activities and acquisitions. From 1985 to 1992, Mr. Berzin held various
positions with Financial Guaranty Insurance Company, the last two being Managing
Director, Corporate Development and Senior Vice President and Chief Financial
Officer. Mr. Berzin associated with the law firm of Cravath, Swaine & Moore from
1978 to 1985 and from 1976 to 1977, he served as law clerk to the Honorable
Anthony M. Kennedy, then a United States Circuit Judge. Mr. Berzin received a
B.A. and M.A. in Applied Mathematics from Harvard University, a B.A. in
Jurisprudence and an M.A. from Oxford University and a J.D. from Harvard Law
School..

      Donald E. Nickelson, Chairman of the Audit Committee and Director, serves
as Chairman of the Board and a Director of Greenfield Industries, Inc. and a
Director of Allied Healthcare Products, Inc. Mr. Nickelson is Vice-Chairman and
a Director of the Harbor Group, a leverage buy-out firm. He is also a Director
of Sugen Corporation and D.T.I. Industries, Inc. and a Trustee of mainstay
Mutual Fund Group. From 1986 to 1988, Mr. Nickelson was President of PaineWebber
Incorporated; from 1988 to 1990, he was President of the PaineWebber Group; and
from 1980 to 1993 a Director. Prior to 1986, Mr. Nickelson served in various
capacities with affiliates of PaineWebber Incorporated and its predecessor firm.
From 1988 to 1989, Mr. Nickelson was a Director of a diverse group of
corporations in the manufacturing, service and retail sectors, including Wyndham
Baking Co., Inc., Hoover Group, Inc., Peebles, Inc. and Motor Wheel Corporation.
He is a former Chairman of National Car Rentals, inc. Mr. Nickelson is also a
former Director of the Chicago Board Options Exchange and is the former Chairman
of the Pacific Stock Exchange.

      William Polk Carey, Chairman of the Executive Committee and Director, 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 in 1973,
he served as Chairman of the Executive Committee of Hubbard, Westervelt &
Mottelay (now Merrill Lynch Hubbard), head of Real Estate and Equipment
Financing at Loeb Rhoades & Co. (now Lehman Brothers), 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


                                      -9-
<PAGE>   11

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.

      Eberhard Faber IV, is currently a Director of PNC Bank, N.A., Chairman of
the Board and Director of the newspaper Citizens Voice, a Director of Ertley's
Motorworld, Inc., Vice-Chairman of the Board of King's College and a Director of
Geisinger Wyoming Valley Hospital. Mr. Faber served as Chairman and Chief
Executive Officer of Eberhard Faber, Inc., from 1973 to 1987. Mr. Faber also
served as the Director of the Philadelphia Federal Reserve Bank, including
service as the Chairman of its Budget and Operations Committee from 1980 to
1986. Mr. Faber has served on the boards of several companies, including First
Eastern bank from 1980 to 1993.

      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.

      Lawrence R. Klein, Director, 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.

      Charles C. Townsend, Jr., Director, currently is an Advisory Director of
Morgan Stanley & Co., having held such position since 1979. Mr. Townsend was a
Partner and a Managing Director of Morgan Stanley & Co. from 1963 to 1978 and
served as Chairman of Morgan Stanley Realty Corporation from 1977 to 1982. Mr.
Townsend holds a B.S.E.E. from Princeton University and an M.B.A. from Harvard
University. Mr. Townsend serves as Director of CIP(TM) and CPA(R)14.

      Reginald Winssinger, Director, is currently Chairman of the Board and
Director of Horizon Real Estate Group, Inc. Mr. Winssinger has managed
portfolios of diversified real estate assets exceeding $500 million throughout
the United States for more than 20 years. Mr. Winssinger is active in the
planning and development of major land parcels and has developed 20 commercial
properties. Mr. Winssinger is a native of Belgium with more than 25 years of
real estate practice, including 10 years based in Brussels, overseeing
appraisals, construction and management. Mr. Winssinger holds a B.S. in
Geography from the University of California at berkeley and received a degree in
Appraisal and Survey in Belgium. Mr. Winssinger presently serves as Honorary
Belgium Consul to the State of Arizona, a position he has held since 1991.

      Claude Fernandez, Executive Vice President - Financial Operations, 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 a 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.

      John J. Park, Executive Vice President, Chief Financial Officer and
Treasurer, 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.

      H. Augustus Carey, Senior Vice President and Secretary, 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.


                                      -10-
<PAGE>   12

      Samantha K Garbus, Vice President - Director of Asset Management, became a
Second Vice President of W.P. Carey in April 1995 and a Vice President in April
1997. Ms. Garbus joined W. P. Carey as a Property Management Associate in
January 1992. Ms. Garbus received a B.A. in History from Brown University in May
1990 and an M.B.A. from the Stern School of New York University in January 1997.

      Susan C. Hyde, Vice President - Director of Shareholder Services, joined
W. P. Carey in 1990, became a Second Vice President in April 1995 and a Vice
President in April 1997. Ms. Hyde graduated from Villanova University in 1990
where she received a B.S. in Business Administration with a concentration in
Marketing and a B.A. in English.

      Robert C. Kehoe, Vice President - Accounting, joined W.P. Carey as a
Senior Accountant in 1987. Mr. Kehoe became a Second Vice President of W. P.
Carey in April 1992 and a Vice President in July 1997. Prior to joining the
company, Mr. Kehoe was associated with Deloitte, Haskins & Sells for three years
and was Manager of Financial Controls at CBS Educational and Professional
Publishing for two years. Mr. Kehoe received a B.S. in Accounting from Manhattan
College in 1982 and an M.B.A. in Finance from Pace University in 1993.

      Edward V. LaPuma, Vice President - Acquisitions, joined W. P. Carey as an
Assistant to the Chairman in July 1995, became a Second Vice President in July
1996 and a Vice President in April 1997. A graduate of the University of
Pennsylvania, Mr. LaPuma received a B.A. in Global Economic Strategies from The
College of Arts and Sciences and a B.S. in Economics with a Concentration in
Finance from the Wharton School.



Item 11.     Executive Compensation.

      Until January 1, 1998, under the Amended Agreement of Limited Partnership
of Registrant (the "Agreement"), 9% of Distributable Cash From Operations, as
defined, was payable to the former Corporate General Partner and 1% of
Distributable Cash From Operations was payable to the former Individual General
Partner. The former Corporate General Partner and the former Individual General
Partner received $595,533 and $66,170, respectively, from Registrant as their
share of Distributable Cash From Operations during the year ended December 31,
1997. As owner of 100 Limited Partnership Units, the former Corporate General
Partner received cash distributions of $9,908 ($99.08 per Unit) during the year
ended December 31, 1997. 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 former Corporate
General Partner or any other affiliate of Registrant during the year ended
December 31, 1997.

      In the future, a special limited partner, Carey Management LLC, will
receive 9% of Distributable Cash From Operations, and William Polk Carey, the
former Individual General Partner will receive, as a special limited partner, 1%
of Distributable Cash From Operations and each will be allocated the same
percentage of the profits and losses of Registrant.


                                      -11-
<PAGE>   13

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management.

      As of December 31, 1997, no person owned of record, or was known by
Registrant to own beneficially more than 5% of Registrant.

      The following table sets forth as of March 25, 1998 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>    
Listed Shares                   William Polk Carey
                                Francis J. Carey
                                Steven M. Berzin
                                Gordon F. DuGan
                                Donald E. Nickelson
                                Eberhard Faber IV
                                Barclay G. Jones III
                                Lawrence R. Klein
                                Charles C. Townsend, Jr.
                                Reginald Winssinger
                                John J. Park
                                Claude Fernandez
                                H. Augustus Carey
                                Samantha K. Garbus
                                Susan C. Hyde
                                Robert C. Kehoe
                                Edward V. LaPuma

All executive officers
and directors as a
group (17 persons)
</TABLE>

      In connection with Consolidation of Registrant into Carey Diversified LLC,
effective January 1, 1998, no officer or director, other than William Polk
Carey, owns a direct interest in Registrant. William Polk Carey owns a 1%
interest in Registrant as a special limited partner and has a controlling
interest in Carey Management LLC which owns a 9% interest in Registrant as a
special limited partner. Effective January 1, 1998, Carey Diversified owns an
approximate 88% interest in Registrant.

      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 Financial Statements in Item 8. Michael B. Pollack, Senior Vice
President and Secretary, until July 1997, of the former 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.


                                      -12-
<PAGE>   14

                                     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.

Balance Sheets, December 31, 1996 and 1997

Statements of Income for the years ended December 31, 1995, 1996 and 1997

Statements of Partners' Capital for the years ended December 31, 1995, 1996 and
1997

Statements of Cash Flows for the years ended December 31, 1995, 1996 and 1997

Notes to Financial Statements.



The financial statements are hereby incorporated by reference to pages 5 to 20
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, 1997.

Notes to Schedule III.


Schedule III and notes thereto are hereby incorporated by reference to pages 21
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 Financial Statements or the
Notes thereto, or because the conditions requiring their filing do not exist.


                                      -13-
<PAGE>   15

    (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 of                              Exhibit 3B to Registration
               Registrant dated as of February 12, 1988.                                Statement (Form S-11)
                                                                                        No. 33-18478

     4.3       Deed of Trust Note dated June 23, 1988 from                              Filed as Exhibit 28(G)(5)
               Registrant, as maker, to Sovran Bank/Central                             to Registrant's Post-
               South ("Sovran"), as payee.                                              Effective Amendment No. 1
                                                                                        to Form S-11

     4.4       Deed of Trust and Security Agreement dated                               Filed as Exhibit 28(G)(6)
               June 23, 1988 between Registrant, as grantor,                            to Registrant's Post-
               and James E. Woods, Trustee, as trustee.                                 Effective Amendment No. 1
                                                                                        to Form S-11

     4.5       Real Estate Note dated August 24, 1988                                   Filed as Exhibit 28(H)(4)
               from Registrant, as maker, to Pan American                               to Registrant's Post-
               Life Insurance Company, as payee.                                        Effective Amendment No. 1
                                                                                        to Form S-11

     4.6       Master Mortgage, Deed of Trust, Deed to Secure Debt,                     Filed as Exhibit 28(H)(5)
               with Uniform Commercial Code Security Agreement and                      to Registrant's Post-
               with Assignment of Leases, Rents and Profits among                       Effective Amendment No. 1
               Registrant, Theodore Tumminello and Pan American Life                    to Form S-11
               Insurance Company.

     4.7       Loan Modification Agreement dated September                              Filed as Exhibit 28(L)(1)
               29, 1988 among Prudential Insurance Company                              to Registrant's Post-
               of America, American National Bank and Trust                             Effective Amendment No. 2
               Company of Chicago, Registrant and CPA(R):7.                             to Form S-11

     4.8       Promissory Note dated November 10, 1988                                  Filed as Exhibit 28(M)(1)
               between Registrant, as Borrower, and Far                                 to Registrant's Post-
               West Federal Bank, S.B. ("Far West"),                                    Effective Amendment No. 2
               as Lender (Pennsylvania property).                                       to Form S-11

     4.9       Promissory Note dated November 10, 1988                                  Filed as Exhibit 28(M)(2)
               between Registrant, as Borrower, and Far                                 to Registrant's Post-
               West, as Lender (Massachusetts properties).                              Effective Amendment No. 2
                                                                                        to Form S-11

     4.10      Commercial Mortgage with Assignment of                                   Filed as Exhibit 28(M)(3)
               Rents and Leases dated November 10, 1988                                 to Registrant's Post-
               between Registrant, as Mortgagor, and Far                                Effective Amendment No. 2
               West, as Mortgagee (Pennsylvania property).                              to Form S-11

     4.11      Commercial Mortgage with Assignment of                                   Filed as Exhibit 28(M)(4)
               Rents and Leases dated November 10, 1988                                 to Registrant's Post-
               between Registrant, as Mortgagor, and Far                                Effective Amendment No. 2
               West, as Mortgagee (Massachusetts properties).                           to Form S-11
</TABLE>


                                      -14-
<PAGE>   16

<TABLE>
<CAPTION>
   Exhibit                                                                                         Method of
     No.             Description                                                                    Filing
   -------           -----------                                                                   ---------
<S>            <C>                                                                      <C>    
     4.12      Security Agreement dated November 10, 1988                               Filed as Exhibit 28(M)(5)
               between Registrant as Debtor, and Far West,                              to Registrant's Post-
               as Secured Party (Pennsylvania property).                                Effective Amendment No. 2
                                                                                        to Form S-11

     4.13      Security Agreement dated November 10, 1988                               Filed as Exhibit 28(M)(6)
               between Registrant as Debtor, and Far West,                              to Registrant's Post-
               as Secured Party (Massachusetts properties).                             Effective Amendment No. 2
                                                                                        to Form S-11

     4.14      Note Agreement dated December 21, 1988                                   Filed as Exhibit 4.1
               among New England Mutual Life Insurance                                  to Registrant's Form 8-K
               Company ("New England"), Registrant and CPA(R):7.                        dated May 18, 1989

     4.15      $15,000,000 Secured Note from Registrant                                 Filed as Exhibit 4.2
               and CPA(R):7 to New England dated                                        to Registrant's Form 8-K
               December 22, 1988.                                                       dated May 18, 1989

     4.16      Deed of Trust and Security Agreement dated December 21,                  Filed as Exhibit 4.3
               1988 between Registrant and CPA(R):7, as Trustor, and New                to Registrant's Form 8-K
               England, as Beneficiary, covering the California Property.               dated May 18, 1989

     4.17      Mortgage and Security Agreement dated December 21, 1988                  Filed as Exhibit 4.4
               between Registrant and CPA(R):7, as Mortgagor, and New                   to Registrant's Form 8-K
               England, as Mortgagee, covering the Iowa Property.                       dated May 18, 1989

     4.18      Mortgage and Security Agreement dated December 21, 1988                  Filed as Exhibit 4.5
               between Registrant and CPA(R):7, as Mortgagor, and New                   to Registrant's Form 8-K
               England, as Mortgagee, covering the Michigan Property.                   dated May 18, 1989

     4.19      Mortgage and Security Agreement dated December 21, 1988                  Filed as Exhibit 4.6
               between Registrant and CPA(R):7, as Mortgagor, and New                   to Registrant's Form 8-K
               England, as Mortgagee, covering the New Hampshire Property.              dated May 18, 1989

     4.20      Mortgage and Security Agreement dated December 21, 1988                  Filed as Exhibit 4.7
               between Registrant and CPA(R):7, as Mortgagor, and New                   to Registrant's Form 8-K
               England, as Mortgagee, covering the New York Property.                   dated May 18, 1989

     4.21      Assignment of Leases, Rents and Guaranty dated December                  Filed as Exhibit 4.8
               21, 1988 between Registrant and CPA(R):7, as Assignor, to                to Registrant's Form 8-K
               New England, as Assignee, covering the California Property.              dated May 18, 1989

     4.22      Assignment of Leases, Rents and Guaranty dated December                  Filed as Exhibit 4.9
               21, 1988 between Registrant and CPA(R):7, as Assignor, to                to Registrant's Form 8-K
               New England, as Assignee, covering the Iowa Property.                    dated May 18, 1989

     4.23      Assignment of Leases, Rents and Guaranty dated December                  Filed as Exhibit 4.10
               21, 1988 between Registrant and CPA(R):7, as Assignor, to                to Registrant's Form 8-K
               New England, as Assignee, covering the Michigan Property.                dated May 18, 1989

     4.24      Assignment of Leases, Rents and Guaranty dated December                  Filed as Exhibit 4.11
               21, 1988 between Registrant and CPA(R):7, as Assignor, to New            to Registrant's Form 8-K
               England, as Assignee, covering the New Hampshire Property.               dated May 18, 1989
</TABLE>


                                      -15-
<PAGE>   17

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
     4.25      Assignment of Leases, Rents and Guaranty dated December                  Filed as Exhibit 4.12
               21, 1988 between Registrant and CPA(R):7, as Assignor, to                to Registrant's Form 8-K
               New England, as Assignee, covering the New York Property.                dated May 18, 1989

     4.26      $2,250,000 Promissory Note dated February 3, 1989                        Filed as Exhibit 4.13
               between Registrant and CPA(R):9, as Borrower,                            to Registrant's Form 8-K
               and New England, as Lender.                                              dated May 18, 1989

     4.27      Mortgage and Security Agreement dated February 3, 1989                   Filed as Exhibit 4.14
               between Registrant and CPA(R):9, as Borrower,                            to Registrant's Form 8-K
               and New England, as Lender.                                              dated May 18, 1989

     4.28      Assignment of Leases and Rents dated February 3, 1989                    Filed as Exhibit 4.15
               between Registrant and CPA(R):9, as Borrower,                            to Registrant's Form 8-K
               and New England, as Lender.                                              dated May 18, 1989

     4.41      Note Agreement dated June 28, 1989 among                                 Filed as Exhibit 4.1
               New England, Registrant and CPA(R):9.                                    to Registrant's Form 8-K
                                                                                        dated September 28, 1989

     4.42      Deed of Trust and Security Agreement dated                               Filed as Exhibit 4.2
               June 28, 1989 between Registrant and CPA(R):9,                           to Registrant's Form 8-K
               as Trustor, and New England, as Beneficiary.                             dated September 28, 1989

     4.43      Assignment of Leases, Rents and Guaranty                                 Filed as Exhibit 4.3
               dated June 28, 1989 from Registrant and CPA(R):9,                        to Registrant's Form 8-K
               as Assignor, to New England, as Assignee.                                dated September 28, 1989

     4.44      $16,200,000 Promissory Note dated June 28,                               Filed as Exhibit 4.4
               1989 from Registrant and CPA(R):9, as Borrower,                          to Registrant's Form 8-K
               to New England, as Lender.                                               dated September 28, 1989

     4.45      $9,000,000 Replacement Promissory Note dated                             Filed as Exhibit 4.1
               September 29, 1989 from Registrant and CPA(R):9,                         to Registrant's Form 8-K
               as Maker, to First Interstate Bank of Arizona                            dated November 16, 1989
               ("First Interstate").

     4.46      Loan Agreement dated May 17, 1989 between                                Filed as Exhibit 4.2
               Space Data Corporation ("SDC"), as Borrower,                             to Registrant's Form 8-K
               and First Interstate, as Lender.                                         dated November 16, 1989

     4.47      Deed of Trust, Assignment of Rents, Security                             Filed as Exhibit 4.3
               1989 by and among SDC, as Trustor, and First                             dated November 16, 1989
               Interstate, as Trustee and Beneficiary.

     4.48      Assumption and Modification Agreement dated                              Filed as Exhibit 4.4
               September 29, 1989 by and among First Interstate, as                     to Registrant's Form 8-K
               Lender, SDC, as Original Borrower, Orbital Sciences                      dated November 16, 1989
               Corporation ("OSC"), as Guarantor, and Registrant
               and CPA(R):9, as Assuming Borrower.

     4.49      Assignment of Rents, Leases and Guaranty dated                           Filed as Exhibit 4.5
               September 29, 1989 from Registrant and CPA(R):9,                         to Registrant's Form 8-K
               as Assignor, to First Interstate, as Assignee.                           dated November 16, 1989
</TABLE>


                                      -16-
<PAGE>   18

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
     4.50      $885,500 Promissory Note dated November 13,                              Filed as Exhibit 4.1
               1989 from Registrant, as Maker, to Far                                   to Registrant's Form 8-K
               West.                                                                    dated January 25, 1990

     4.51      Act of Mortgage, Chattel Mortgage and                                    Filed as Exhibit 4.2
               Assignment of Leases by Registrant in                                    to Registrant's Form 8-K
               favor of Far West, dated November 13, 1989.                              dated January 25, 1990

     4.52      Assignment of Rents dated November 13, 1989                              Filed as Exhibit 4.3
               from Registrant, as Maker, to Far                                        to Registrant's Form 8-K
               West.                                                                    dated January 25, 1990

     4.53      $766,700 Promissory Note dated November 13,                              Filed as Exhibit 4.4
               1989 from Registrant, as Maker, to Far                                   to Registrant's Form 8-K
               West.                                                                    dated January 25, 1990

     4.54      Deed of Trust dated November 13, 1989 by and                             Filed as Exhibit 4.5
               among Registrant, as Trustor, William Earthman                           to Registrant's Form 8-K
               III, as Trustee and Far West, as Beneficiary.                            dated January 25, 1990

     4.55      Assignment of Rents dated November 13, 1989                              Filed as Exhibit 4.6
               from Registrant, as Assignor, to                                         to Registrant's Form 8-K
               Far West, as Assignee.                                                   dated January 25, 1990

     4.56      Security Agreement dated November 13, 1989                               Filed as Exhibit 4.7
               between Registrant, as Debtor, and Far                                   to Registrant's Form 8-K
               West, as Secured Party.                                                  dated January 25, 1990

     4.57      $847,800 Promissory Note dated November 13,                              Filed as Exhibit 4.8
               1989 from Registrant, as Maker, to Far                                   to Registrant's Form 8-K
               West.                                                                    dated January 25, 1990

     4.58      Deed of Trust dated November 13, 1989 by and                             Filed as Exhibit 4.9
               among Registrant, as Trustor, Charles R. Snakard,                        to Registrant's Form 8-K
               as Trustee and Far West, as Beneficiary.                                 dated January 25, 1990

     4.59      Assignment of Rents dated November 13, 1989                              Filed as Exhibit 4.10
               from Registrant, as Assignor, to                                         to Registrant's Form 8-K
               Far West, as Assignee.                                                   dated January 25, 1990

     4.60      Security Agreement dated November 13, 1989                               Filed as Exhibit 4.11
               between Registrant, as Debtor, and Far                                   to Registrant's Form 8-K
               West, as Secured Party.                                                  dated January 25, 1990

     4.61      $1,000,000 Extendable Secured Note dated January 29,                     Filed as Exhibit 4.1
               1990 from Registrant and CPA(R):9 to Commercial Union                    to Registrant's Form 8-K
               Life Insurance Company of America ("Commercial").                        dated March 12, 1990

     4.62      $1,000,000 Extendable Secured Note dated January 29,                     Filed as Exhibit 4.2
               1990 from Registrant and CPA(R):9 to Ministers Life - A                  to Registrant's Form 8-K
               Mutual Life Insurance Company ("Ministers").                             dated March 12, 1990

     4.63      $1,500,000 Extendable Secured Note dated January 29,                     Filed as Exhibit 4.3
               1990 from Registrant and CPA(R):9 to The North Atlantic                  to Registrant's Form 8-K
               Life Insurance Company of America ("North Atlantic").                    dated March 12, 1990
</TABLE>


                                      -17-
<PAGE>   19

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
     4.64      $5,000,000 Extendable Secured Note dated                                 Filed as Exhibit 4.4
               January 29, 1990 from Registrant and CPA(R):9                            to Registrant's Form 8-K
               to Northern Life Insurance Company ("Northern").                         dated March 12, 1990

     4.65      $5,000,000 Extendable Secured Note dated January 29,                     Filed as Exhibit 4.5
               1990 from Registrant and CPA(R):9 to Northwestern                        to Registrant's Form 8-K
               National Life Insurance Company ("Northwestern").                        dated March 12, 1990

     4.66      $500,000 Extendable Secured Note dated January 29,                       Filed as Exhibit 4.6
               1990 from Registrant and CPA(R):9 to TNB Stock                           to Registrant's Form 8-K
               Company, FAO Texas Life Insurance Custody Account.                       dated March 12, 1990

     4.67      Note Purchase Agreement dated as of January 1, 1990 between              Filed as Exhibit 4.7
               Registrant and CPA(R):9, as Sellers, and Commercial, Ministers,          to Registrant's Form 8-K
               North Atlantic, Northern, Northwestern and Texas Life                    dated March 12, 1990
               Insurance Company (collectively, the "Lenders"), as Purchasers.

     4.68      Combination Open-end Mortgage Deed, Security                             Filed as Exhibit 4.8
               Agreement and Fixture Financing Statement dated January                  to Registrant's Form 8-K
               29, 1990 between Registrant and CPA(R):9, as Mortgagors,                 dated March 12, 1990
               and the Lenders, as Mortgagees (New Haven Premises).

     4.69      Combination Open-end Mortgage Deed, Security                             Filed as Exhibit 4.9
               Agreement and Fixture Financing Statement dated January                  to Registrant's Form 8-K
               29, 1990 between Registrant and CPA(R):9, as Mortgagors,                 dated March 12, 1990
               and the Lenders, as Mortgagees (Mickleton Premises).

     4.70      Combination Open-end Mortgage Deed, Security                             Filed as Exhibit 4.10
               Agreement and Fixture Financing Statement dated January                  to Registrant's Form 8-K
               29, 1990 between Registrant and CPA(R):9, as Mortgagors,                 dated March 12, 1990
               and the Lenders, as Mortgagees (Aurora and Mantua Premises).

     4.73      Combination Mortgage Deed, Security Agreement and                        Filed as Exhibit 4.13
               Fixture Financing Statement dated January 29, 1990                       to Registrant's Form 8-K
               between Registrant and CPA(R):9, as Mortgagors,                          dated March 12, 1990
               and the Lenders, as Mortgagees (Bristol Premises).

     4.74      Combination Deed of Trust, Security Agreement and                        Filed as Exhibit 4.14
               Fixture Financing Statement dated January 29, 1990                       to Registrant's Form 8-K
               between Registrant and CPA(R):9, as Mortgagors, and                      dated March 12, 1990
               the Lenders, as Mortgagees (Mt. Pleasant Premises).

     4.75      Combination Mortgage, Security Agreement and                             Filed as Exhibit 4.15
               Fixture Financing Statement dated January 29, 1990                       to Registrant's Form 8-K
               between Registrant and CPA(R):9, as Mortgagors, and                      dated March 12, 1990
               the Lenders, as Mortgagees (Milwaukee Premises).

     4.76      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.16
               dated January 29, 1990 by Registrant and CPA(R):9,                       to Registrant's Form 8-K
               as Lessors, and the Lenders (New Haven Premises).                        dated March 12, 1990

     4.77      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.17
               dated January 29, 1990 by Registrant and CPA(R):9, as                    to Registrant's Form 8-K
               Lessors, and the Lenders (Mickleton Premises).                           dated March 12, 1990
</TABLE>


                                      -18-
<PAGE>   20

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
     4.78      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.18
               dated January 29, 1990 by Registrant and CPA(R):9, as                    to Registrant's Form 8-K
               Lessors, and the Lenders (Aurora, Mantua and Twinsburg                   dated March 12, 1990
               Premises).

     4.80      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.20
               dated January 29, 1990 by Registrant and CPA(R):9,                       to Registrant's Form 8-K
               as Lessors, and the Lenders (Bristol Premises).                          dated March 12, 1990

     4.81      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.21
               dated January 29, 1990 by Registrant and CPA(R):9,                       to Registrant's Form 8-K
               as Lessors, and the Lenders (Mt. Pleasant Premises).                     dated March 12, 1990

     4.82      Agreement and Assignment of Lessors' Interest in Leases                  Filed as Exhibit 4.22
               dated January 29, 1990 by Registrant and CPA(R):9,                       to Registrant's Form 8-K
               as Lessors, and the Lenders (Milwaukee Premises).                        dated March 12, 1990

     4.83      $6,750,000 Real Estate Note dated January 30, 1990                       Filed as Exhibit 4.23
               from Registrant and CPA(R):9, as Maker, to Creditanstalt-                to Registrant's Form 8-K
               Bankverein (the "Bank"), as Holder.                                      dated March 12, 1990

     4.84      Deed to Secure Debt and Security Agreement dated                         Filed as Exhibit 4.24
               January 30, 1990 between Registrant and CPA(R):9, as                     to Registrant's Form 8-K
               Borrower, and the Bank, as Lender.                                       dated March 12, 1990

     4.85      Assignment of Rentals and Leases dated                                   Filed as Exhibit 4.25
               January 30, 1990 from Registrant and CPA(R):9,                           to Registrant's Form 8-K
               as Assignor, to the Bank, as Assignee.                                   dated March 12, 1990

    10.3       Lease Agreement dated June 23, 1988 between                              Filed as Exhibit 28(G)(4)
               Registrant, as landlord, and ASG, as tenant.                             to Registrant's Post-
                                                                                        Effective Amendment No. 1
                                                                                        to Form S-11

    10.4       Lease Agreement dated August 24, 1988                                    Filed as Exhibit 28(H)(3)
               between Registrant, as landlord, and                                     to Registrant's Post-
               AutoZone, Inc. ("AutoZone"), as tenant.                                  Effective Amendment No. 1
                                                                                        to Form S-11

    10.5       Lease Agreement dated September 29, 1988                                 Filed as Exhibit 28(L)(2)
               between Registrant, and CPA(R):7 as landlord,                            to Registrant's Post-
               and ASA, Inc. as tenant.                                                 Effective Amendment No. 2
                                                                                        to Form S-11

    10.6       Co-Tenancy Agreement dated September 29,                                 Filed as Exhibit 28(L)(3)
               1988 between Registrant and CPA(R):7.                                    to Registrant's Post-
                                                                                        Effective Amendment No. 2
                                                                                        to Form S-11

    10.7       Lease Agreement dated November 10, 1988                                  Filed as Exhibit 28(M)(7)
               between Registrant, as landlord, and High                                to Registrant's Post-
               Voltage Engineering Corporation, as tenant.                              Effective Amendment No. 2
                                                                                        to Form S-11
</TABLE>


                                      -19-
<PAGE>   21

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    10.8       Lease Agreement dated November 10, 1988                                  Filed as Exhibit 28(M)(8)
               between Registrant, as landlord, and Datcon                              to Registrant's Post-
               Instrument Company, as tenant.                                           Effective Amendment No. 2
                                                                                        to Form S-11

    10.9       Guaranty and Suretyship Agreement dated                                  Filed as Exhibit 28(M)(9)
               November 10, 1988 between Registrant and                                 to Registrant's Post-
               High Voltage Engineering Corporation.                                    Effective Amendment No. 2
                                                                                        to Form S-11

    10.10      Lease Agreement dated December 20, 1988                                  Filed as Exhibit 10.1
               by and between Registrant, as Landlord,                                  to Registrant's Form 8-K
               and Stationers, as Tenant.                                               dated May 18, 1989

    10.11      Guaranty and Suretyship Agreement dated                                  Filed as Exhibit 10.2
               December 20, 1988 from SDC Distributing                                  to Registrant's Form 8-K
               as Guarantor, to Registrant, as                                          dated May 18, 1989
               Purchaser.

    10.12      Guarantor's Certificate dated December 20,                               Filed as Exhibit 10.3
               1988 from SDC Distributing, as Guarantor,                                to Registrant's Form 8-K
               to Registrant, as Purchaser.                                             dated May 18, 1989

    10.13      Lease Agreement dated July 28, 1988 between                              Filed as Exhibit 10.4
               SDC-GESCO Associates, as Landlord, and                                   to Registrant's Form 8-K
               General Electric, as Tenant.                                             dated May 18, 1989

    10.14      Assignment of Lease and Assumption of Agreement dated                    Filed as Exhibit 10.5
               December 21, 1988 between SDC-GESCO Associates,                          to Registrant's Form 8-K
               as Assignor, and Registrant and CPA(R):9, as Assignee.                   dated May 18, 1989

    10.15      Lease Agreement dated December 21, 1988                                  Filed as Exhibit 10.6
               between Registrant and CPA(R):7, as Landlord,                            to Registrant's Form 8-K
               and Ormco Corporation, as Tenant.                                        dated May 18, 1989

    10.16      Lease Agreement dated December 21, 1988 between                          Filed as Exhibit 10.7
               Registrant and CPA(R):7, as Landlord, and Barnstead                      to Registrant's Form 8-K
               Thermolyne Corporation, as Tenant.                                       dated May 18, 1989

    10.17      Lease Agreement dated December 21, 1988                                  Filed as Exhibit 10.8
               between Registrant and CPA(R):7, as Landlord,                            to Registrant's Form 8-K
               and Kerr Manufacturing Company, as Tenant.                               dated May 18, 1989

    10.18      Lease Agreement dated December 21, 1988                                  Filed as Exhibit 10.9
               between Registrant and CPA(R):7, as Landlord,                            to Registrant's Form 8-K
               and Erie Scientific Company, as Tenant.                                  dated May 18, 1989

    10.19      Lease Agreement dated December 21, 1988                                  Filed as Exhibit 10.10
               between Registrant and CPA(R):7, as Landlord,                            to Registrant's Form 8-K
               and Nalge Company, as Tenant.                                            dated May 18, 1989

    10.20      Guaranty and Suretyship Agreement dated                                  Filed as Exhibit 10.11
               December 21, 1988 from Sybron Acquisition                                to Registrant's Form 8-K
               Company to Registrant and CPA(R):7.                                      dated May 18, 1989
</TABLE>


                                      -20-
<PAGE>   22

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    10.21      Co-Tenancy Agreement dated December 21, 1988                             Filed as Exhibit 10.12
               between Registrant and CPA(R):7.                                         to Registrant's Form 8-K
                                                                                        dated May 18, 1989

    10.22      Lease Agreement dated October 25, 1988                                   Filed as Exhibit 10.13
               between D/S College Station Joint Venture                                to Registrant's Form 8-K
               ("D/S College Station"), as Lessor, and                                  dated May 18, 1989
               Federal Express, as Lessee.

    10.23      Assignment of Lease dated March 21, 1988                                 Filed as Exhibit 10.14
               from D/S College Station, as Assignor,                                   to Registrant's Form 8-K
               to Registrant, as Assignee.                                              dated May 18, 1989

    10.24      Lease Agreement dated as of March 31, 1989                               Filed as Exhibit 10.15
               by and between Registrant and CPA(R):7, as                               to Registrant's Form 8-K
               Landlord, and the Ryan Tenants, as Tenant.                               dated May 18, 1989

    10.25      Guaranty dated March 31, 1989 from NVR,                                  Filed as Exhibit 10.16
               as Guarantor, to Registrant and CPA(R):7,                                to Registrant's Form 8-K
               as Landlord.                                                             dated May 18, 1989

    10.26      Guarantor's Certificate dated March 31, 1989                             Filed as Exhibit 10.17
               from NVR, as Guarantor, to Registrant and                                to Registrant's Form 8-K
               CPA(R):7, as Purchaser.                                                  dated May 18, 1989

    10.27      Lease Agreement dated June 28, 1989 by and                               Filed as Exhibit 10.1
               between Registrant and CPA(R):9, as Landlord,                            to Registrant's Form 8-K
               and Dr. Pepper, as Tenant.                                               dated September 28, 1989

    10.28      Guaranty and Suretyship Agreement dated                                  Filed as Exhibit 10.2
               June 28, 1989 from Holdings, as Guarantor,                               to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Landlord.                                 dated September 28, 1989

    10.29      Guarantor's Certificate dated June 28, 1989                              Filed as Exhibit 10.3
               from Holdings, as Guarantor, to Registrant                               to Registrant's Form 8-K
               and CPA(R):9, as Landlord.                                               dated September 28, 1989

    10.30      Co-Tenancy Agreement dated June 28, 1989                                 Filed as Exhibit 10.4
               between Registrant and CPA(R):9.                                         to Registrant's Form 8-K
                                                                                        dated September 28, 1989

    10.31      Lease Agreement dated September 29, 1989                                 Filed as Exhibit 10.1
               by and between Registrant and CPA(R):9,                                  to Registrant's Form 8-K
               as Landlord, and SDC, as Tenant.                                         dated November 16, 1989

    10.32      Guaranty and Suretyship Agreement dated                                  Filed as Exhibit 10.2
               September 29, 1989 from Holdings, as Guarantor,                          to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Landlord.                                 dated November 16, 1989

    10.33      Construction Management Agreement dated                                  Filed as Exhibit 10.3
               September 29, 1989 between SDC, as Tenant,                               to Registrant's Form 8-K
               and Registrant and CPA(R):9, as Owner.                                   dated November 16, 1989
</TABLE>


                                      -21-
<PAGE>   23

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    10.34      Assignment of Rights Under Construction Contract                         Filed as Exhibit 10.4
               dated September 29, 1989 between SDC, as Assignor,                       to Registrant's Form 8-K
               and Registrant and CPA(R):9, as Assignee.                                dated November 16, 1989

    10.35      Lease Agreement dated December 29, 1989                                  Filed as Exhibit 10.1
               by and between Registrant and CPA(R):9, as                               to Registrant's Form 8-K
               Landlord, and Foote & Davies ("F&D"), as Tenant.                         dated January 25, 1990

    10.36      Guaranty and Suretyship Agreement dated December 29,                     Filed as Exhibit 10.2
               1989 by ASG Acquisition Corporation ("ASG"), as                          to Registrant's Form 8-K
               Guarantor, to Registrant and CPA(R):9, as Landlord.                      dated January 25, 1990

    10.37      Lease Agreement dated as of January 29, 1990                             Filed as Exhibit 10.1
               by and between Registrant and CPA(R):9, as                               to Registrant's Form 8-K
               Landlord, and Furon, as Tenant.                                          dated March 12, 1990

    10.38      Sublease dated January 29, 1990 by and between Furon,                    Filed as Exhibit 10.2
               as Sublandlord, and CHR Industries, Inc., as Subtenant,                  to Registrant's Form 8-K
               and consented to by Registrant and CPA(R):9, as Landlord.                dated March 12, 1990

    10.39      Sublease dated January 29, 1990 by and between Furon, as                 Filed as Exhibit 10.3
               Sublandlord, and Bunnell Plastics, Inc., as Subtenant, and               to Registrant's Form 8-K
               consented to by Registrant and CPA(R):9, as Landlord.                    dated March 12, 1990

    10.40      Sublease dated January 29, 1990 by and between Furon, as                 Filed as Exhibit 10.4
               Sublandlord, and Dixon Industries Corporation, as Subtenant,             to Registrant's Form 8-K
               and consented to by Registrant and CPA(R):9, as Landlord.                dated March 12, 1990

    10.41      Assignment of Lease Agreement dated January 29,                          Filed as Exhibit 10.5
               1990 by and between Furon, as Assignor,                                  to Registrant's Form 8-K
               and Registrant and CPA(R):9, as Assignee.                                dated March 12, 1990

    10.42      Lessee's and Guarantor's Certificate dated                               Filed as Exhibit 10.6
               December 29, 1989 between F&D, as Lessee,                                to Registrant's Form 8-K
               and Registrant and CPA(R):9, as Lessor.                                  dated March 12, 1990

    10.43      First Amendment to Lease Agreement dated as of                           Filed as Exhibit 10.7
               January 30, 1990 between F&D, as Tenant,                                 to Registrant's Form 8-K
               and Registrant and CPA(R):9, as Landlord.                                dated March 12, 1990

    10.44      Agreement to Guaranty and Suretyship Agreement dated                     Filed as Exhibit 10.8
               as of January 30, 1990 made by ASG, as Guarantor,                        to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Landlord.                                 dated March 12, 1990

    10.45      Lease Agreement between Registrant and                                   Filed as Exhibit 10.1
               CPA(R):9, as Landlord, and DDC, as Tenant.                               to Registrant's Form 8-K
                                                                                        dated July 13, 1990

    28.1       Cash Sale Deed dated June 14, 1988 from                                  Filed as Exhibit 28(F)(4)
               Integra, as Grantor, to Registrant, as                                   to Registrant's Post-
               Grantee.                                                                 Effective Amendment No. 1
                                                                                        to Form S-11
</TABLE>


                                      -22-
<PAGE>   24

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.2       Bill of Sale dated June 14, 1988 from                                    Filed as Exhibit 28(F)(5)
               Integra, as Seller, to Registrant and CPA(R):4,                          to Registrant's Post-
               together, as Purchaser.                                                  Effective Amendment No. 1
                                                                                        to Form S-11

    28.3       Seller's/Lessee's Certificate dated June 14,                             Filed as Exhibit 28(F)(6)
               1988 from Integra, as Seller, to Registrant                              to Registrant's Post-
               and CPA(R):4, together, as Purchaser.                                    Effective Amendment No. 1
                                                                                        to Form S-11

    28.4       Sale and Purchase Agreement dated June 23,                               Filed as Exhibit 28(G)(1)
               1988 between ASG, as Seller, and Registrant,                             to Registrant's Post-
               as Purchaser.                                                            Effective Amendment No. 1
                                                                                        to Form S-11

    28.5       Special Warranty Deed dated June 23, 1988                                Filed as Exhibit 28(G)(2)
               from ASG, as Grantor, to Registrant, as                                  to Registrant's Post-
               Grantee.                                                                 Effective Amendment No. 1
                                                                                        to Form S-11

    28.6       Bill of Sale dated June 23, 1988 from ASG,                               Filed as Exhibit 28(G)(3)
               as Seller, to Registrant, as Purchaser.                                  to Registrant's Post-
                                                                                        Effective Amendment No. 1
                                                                                        to Form S-11

    28.7       Seller's/Lessee's Certificate dated August                               Filed as Exhibit 28(H)(1)
               24, 1988 from AutoZone, to Registrant.                                   to Registrant's Post-
                                                                                        Effective Amendment No. 1
                                                                                        to Form S-11

    28.8       Deeds dated August 24, 1988 from AutoZone,                               Filed as Exhibit 28(H)(2)
               as Grantor, to Registrant, as Grantee,                                   to Registrant's Post-
               conveying properties located in the following                            Effective Amendment No. 1
               locations:                                                               to Form S-11

               (a) Duval County, Florida (Atlantic Boulevard) 
               (b) Duval County, Florida (Beach Boulevard) 
               (c) Dougherty County, Georgia 
               (d) Richmond County, Georgia 
               (e) Glynn County, Georgia 
               (f) Bibb County, Georgia
               (g) Bernalillo County, New Mexico 
               (h) San Juan County, New Mexico 
               (i) Lexington County, South Carolina 
               (j) Harris County, Texas 
               (k) Bexar County, Texas

    28.9       Letter of Intent dated May 24, 1988 from                                 Filed as Exhibit 28(I)
               Registrant to Michael I. Mil of Wozniak                                  to Registrant's Post-
               Industrial, regarding purchase of property                               Effective Amendment No. 1
               from Mayfair Molded Products Corporation in Illinois.                    to Form S-11
</TABLE>


                                      -23-
<PAGE>   25

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.10      Letter of Intent dated August 9, 1988 from                               Filed as Exhibit 28(J)
               Registrant and CPA(R):7 to ASA Plaza Venture II                          to Registrant's Post-
               and Advanced System Applications, Inc.,                                  Effective Amendment No. 1
               regarding purchase of property located in Illinois.                      to Form S-11

    28.11      Letter of Intent dated June 22, 1988 from Registrant to Clifford         Filed as Exhibit 28(K)
               Press of Hyde Park Holdings, Inc., regarding purchase of                 to Registrant's Post-
               property from High Voltage Engineering Corporation in                    Effective Amendment No. 1
               Lancaster County, Pennsylvania and Sterling, Massachusetts.              to Form S-11

    28.12      Trustee's Deed dated September 23, 1988                                  Filed as Exhibit 28(L)(4)
               from American National Bank & Trust Company                              to Registrant's Post-
               of Chicago, as Grantor to Registrant and                                 Effective Amendment No. 2
               CPA(R):7, as Grantee.                                                    to Form S-11

    28.13      Bill of Sale dated September 29, 1988 among                              Filed as Exhibit 28(L)(5)
               ASA Plaza Venture II, Registrant and CPA(R):7.                           to Registrant's Post-
                                                                                        Effective Amendment No. 2
                                                                                        to Form S-11

    28.14      Seller's Certificate dated September 29,                                 Filed as Exhibit 28(L)(6)
               1988 among ASA, Inc. Registrant and CPA(R):7.                            to Registrant's Post-
                                                                                        Effective Amendment No. 2
                                                                                        to Form S-11

    28.15      Lessee's Certificate dated September 29,                                 Filed as Exhibit 28(L)(7)
               1988 among Registrant, ASA, Inc. and CPA(R):7.                           to Registrant's Post-
                                                                                        Effective Amendment No. 2
                                                                                        to Form S-11

    28.16      Lessor's Certificate dated September 29,                                 Filed as Exhibit 28(L)(8)
               1988 among Registrant, CPA(R):7 and ASA, Inc.                            to Registrant's Post-
                                                                                        Effective Amendment No. 2
                                                                                        to Form S-11

    28.17      Bill of Sale dated November 10, 1988 from                                Filed as Exhibit 28(M)(10)
               High Voltage Engineering Corporation as                                  to Registrant's Post-
               Seller to Registrant, as Purchaser.                                      Effective Amendment No. 2
                                                                                        to Form S-11

    28.18      Bill of Sale dated November 10, 1988 from                                Filed as Exhibit 28(M)(11)
               Datcon Instrument Company, as Seller, to                                 Registrant's Post-
               Registrant, as Purchaser.                                                Effective Amendment No. 2
                                                                                        to Form S-11

    28.19      Seller's/Lessee's Certificate dated November                             Filed as Exhibit 28(M)(12)
               10, 1988 between Registrant and High Voltage                             to Registrant's Post-
               Engineering Corporation.                                                 Effective Amendment No. 2
                                                                                        to Form S-11

    28.20      Seller's/Lessee's Certificate dated November                             Filed as Exhibit 28(M)(13)
               10, 1988 from Datcon Instrument Company,                                 to Registrant's Post-
               Seller to Registrant, Purchaser.                                         Effective Amendment No. 2
                                                                                        to Form S-11
</TABLE>


                                      -24-
<PAGE>   26

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.21      Deed dated November 10, 1988 from Datcon                                 Filed as Exhibit 28(M)(14)
               Instrument Company, as Grantor, to Registrant,                           to Registrant's Post-
               as Grantee, conveying property located in                                Effective Amendment No. 2
               East Hempfield Township, PA.                                             to Form S-11

    28.22      Quitclaim Deed dated November 10, 1988 from                              Filed as Exhibit 28(M)(15)
               High Voltage Engineering Corporation, as                                 to Registrant's Post-
               Grantor, and Registrant, as Grantee, conveying                           Effective Amendment No. 2
               two parcels of land located in Sterling and                              to Form S-11
               Leominster, MA.

    28.23      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.1
               December 20, 1988 from Stationers, as Lessee,                            to Registrant's Form 8-K
               to Registrant, as Purchaser.                                             dated May 18, 1989

    28.24      Warranty Deed dated December 20, 1988                                    Filed as Exhibit 28.2
               from SDC Distributing, as Grantor, to                                    to Registrant's Form 8-K
               Registrant, as Grantee.                                                  dated May 18, 1989

    28.25      Special Warranty Deed dated December 20,                                 Filed as Exhibit 28.3
               1988 from SDC Distributing, as Grantor,                                  to Registrant's Form 8-K
               to Registrant, as Grantee.                                               dated May 18, 1989

    28.26      Bill of Sale dated December 20, 1988                                     Filed as Exhibit 28.4
               from SDC Distributing, as Seller,                                        to Registrant's Form 8-K
               to Registrant, as Purchaser.                                             dated May 18, 1989

    28.27      Seller's Certificate dated December 21,                                  Filed as Exhibit 28.5
               1988 from SDC-GESCO Associates, as Seller,                               to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Purchaser.                                dated May 18, 1989

    28.28      Corporation Deed dated December 21,                                      Filed as Exhibit 28.6
               1988 from SDC-GESCO Associates, as Grantor,                              to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Grantee.                                  dated May 18, 1989

    28.29      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.7
               December 21, 1988 from Ormco, as Lessee,                                 to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Purchaser.                                dated May 18, 1989

    28.30      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.8
               December 21, 1988 from Barnstead, as Lessee,                             to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Purchaser.                                dated May 18, 1989

    28.31      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.9
               December 21, 1988 from Kerr, as Seller,                                  to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Purchaser.                                dated May 18, 1989

    28.32      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.10
               December 21, 1988 from Erie, as Lessee,                                  to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Purchaser.                                dated May 18, 1989
</TABLE>


                                      -25-
<PAGE>   27

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.33      Seller's Lessee's Certificate dated                                      Filed as Exhibit 28.11
               December 20, 1988 from Nalge, as Lessee,                                 to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Purchaser.                                dated May 18, 1989

    28.34      Grant Deed dated December 21, 1988                                       Filed as Exhibit 28.12
               from Ormco, as Grantor, to Registrant                                    to Registrant's Form 8-K
               and CPA(R):7, as Grantee.                                                dated May 18, 1989

    28.35      Warranty Deed dated December 21, 1988                                    Filed as Exhibit 28.13
               from Barnstead Thermolyne, as Grantor,                                   to Registrant's Form 8-K
               to Registrant and CPA(R):7, as Grantee.                                  dated May 18, 1989

    28.36      Deed dated December 21, 1988 from Kerr,                                  Filed as Exhibit 28.14
               as Grantor, to Registrant and CPA(R):7,                                  to Registrant's Form 8-K
               as Grantee.                                                              dated May 18, 1989

    28.37      Warranty Deed dated December 21, 1988                                    Filed as Exhibit 28.15
               from Erie, as Grantor, to Registrant and                                 to Registrant's Form 8-K
               CPA(R):7, as Grantee.                                                    dated May 18, 1989

    28.38      Indenture dated December 21, 1988                                        Filed as Exhibit 28.16
               from Nalge, as Grantor, to Registrant                                    to Registrant's Form 8-K
               and CPA(R):7, as Grantee.                                                dated May 18, 1989

    28.39      Bill of Sale dated December 21, 1988                                     Filed as Exhibit 28.17
               from Ormco Corporation to Registrant                                     to Registrant's Form 8-K
               and CPA(R):7.                                                            dated May 18, 1989

    28.40      Bill of Sale dated December 21, 1988                                     Filed as Exhibit 28.18
               from Barnstead, as Seller, to Registrant                                 to Registrant's Form 8-K
               and CPA(R):7, as Purchaser.                                              dated May 18, 1989

    28.41      Bill of Sale dated December 21, 1988                                     Filed as Exhibit 28.19
               from Kerr, as Seller, to Registrant                                      to Registrant's Form 8-K
               and CPA(R):7, as Purchaser.                                              dated May 18, 1989

    28.42      Bill of Sale dated December 21, 1988                                     Filed as Exhibit 28.20
               from Erie, as Seller, to Registrant                                      to Registrant's Form 8-K
               and CPA(R):7, as Purchaser.                                              dated May 18, 1989

    28.43      Bill of Sale dated December 21, 1988                                     Filed as Exhibit 28.21
               from Nalge, as Seller, to Registrant                                     to Registrant's Form 8-K
               and CPA(R):7, as Purchaser.                                              dated May 18, 1989

    28.44      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.22
               March 21, 1989 from D/S College Station,                                 to Registrant's Form 8-K
               as Seller, to Registrant, as Purchaser.                                  dated May 18, 1989

    28.45      General Warranty Certificate dated                                       Filed as Exhibit 28.23
               March 21, 1989 from D/S College Station,                                 to Registrant's Form 8-K
               as Lessee, to Registrant, as Purchaser.                                  dated May 18, 1989
</TABLE>


                                      -26-
<PAGE>   28

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.46      Bill of Sale dated March 21, 1989 from                                   Filed as Exhibit 28.24
               D/S College Station, as Seller, to                                       to Registrant's Form 8-K
               Registrant and CPA(R):7, as Purchaser.                                   dated May 18, 1989

    28.47      Warranty Deed dated March 31, 1989 from Ryan,                            Filed as Exhibit 28.25
               as Grantor, to Registrant and CPA(R):7, as                               to Registrant's Form 8-K
               Grantee, for the Plant City, Florida Property.                           dated May 18, 1989

    28.48      Deed dated March 31, 1989 from Ryan, as                                  Filed as Exhibit 28.26
               Grantor, to Registrant and CPA(R):7, as Grantee,                         to Registrant's Form 8-K
               for the Frederick County, Maryland Property.                             dated May 18, 1989

    28.49      Deed dated March 31, 1989 from Ryan, as                                  Filed as Exhibit 28.27
               Grantor, to Registrant and CPA(R):7, as Grantee,                         to Registrant's Form 8-K
               for the Farmington, New York Property.                                   dated May 18, 1989

    28.50      Deed dated March 31, 1989 from Ryan, as                                  Filed as Exhibit 28.28
               Grantor, to Registrant and CPA(R):7, as Grantee,                         to Registrant's Form 8-K
               for the Fredericksburg, Virginia Property.                               dated May 18, 1989

    28.51      Deed dated March 31, 1989 from Ryan, as                                  Filed as Exhibit 28.29
               Grantor, to Registrant and CPA(R):7, as Grantee                          to Registrant's Form 8-K
               for the Manassas, Virginia Property.                                     dated May 18, 1989

    28.53      Bill of Sale dated March 31, 1989 from Ryan, as                          Filed as Exhibit 28.31
               Seller, to Registrant and CPA(R):7, as Purchaser,                        to Registrant's Form 8-K
               for the Frederick County, Maryland Property.                             dated May 18, 1989

    28.54      Bill of Sale dated March 31, 1989 from Ryan, as                          Filed as Exhibit 28.32
               Seller, to Registrant and CPA(R):7, as Purchaser,                        to Registrant's Form 8-K
               for the Fredericksburg, Virginia Property.                               dated May 18, 1989

    28.55      Bill of Sale dated March 31, 1989 from Ryan,                             Filed as Exhibit 28.33
               as Seller, to Registrant and CPA(R):7, as                                to Registrant's Form 8-K
               Purchaser, for the Manassas, Virginia Property.                          dated May 18, 1989

    28.56      Seller's Certificate dated March 31, 1989                                Filed as Exhibit 28.34
               from NV Homes, L.P., as Seller, to                                       to Registrant's Form 8-K
               Registrant, and CPA(R):7, as Purchaser.                                  dated May 18, 1989

    28.57      Seller's Certificate dated March 31, 1989                                Filed as Exhibit 28.35
               from Ryan as Seller, to Registrant,                                      to Registrant's Form 8-K
               and CPA(R):7, as Purchaser.                                              dated May 18, 1989

    28.58      Lessee's Certificate dated March 31, 1989                                Filed as Exhibit 28.36
               from NV Homes, L.P., as Lessee, to                                       to Registrant's Form 8-K
               Registrant, and CPA(R):7, as Lessor.                                     dated May 18, 1989

    28.59      Lessee's Certificate dated March 31, 1989                                Filed as Exhibit 28.37
               from Ryan, as Lessee, to Registrant,                                     to Registrant's Form 8-K
               and CPA(R):7, as Lessor.                                                 dated May 18, 1989
</TABLE>


                                      -27-
<PAGE>   29

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.60      Lessee's Certificate dated March 31, 1989                                Filed as Exhibit 28.38
               from Ryan Operations, G.P., as Lessee, to                                to Registrant's Form 8-K
               Registrant, and CPA(R):7, as Lessor.                                     dated May 18, 1989

    28.61      Co-Tenancy Agreement dated March 31, 1989                                Filed as Exhibit 28.39
               between Registrant and CPA(R):7 as tenants                               to Registrant's Form 8-K
               in common.                                                               dated May 18, 1989

    28.62      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.1
               June 28, 1989 from Dr. Pepper, as Seller,                                to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Purchaser.                                dated September 28, 1989

    28.63      Warranty Deed dated June 28, 1989 from                                   Filed as Exhibit 28.2
               Dr. Pepper, as Grantor, to Registrant and                                to Registrant's Form 8-K
               CPA(R):9, as Grantee, for the Irving Property.                           dated September 28, 1989

    28.64      Warranty Deed dated June 28, 1989 from                                   Filed as Exhibit 28.3
               Dr. Pepper, as Grantor, to Registrant and                                to Registrant's Form 8-K
               CPA(R):9, as Grantee, for the Houston Property.                          dated September 28, 1989

    28.65      Bill of Sale dated June 28, 1989 from                                    Filed as Exhibit 28.4
               Dr. Pepper, as Seller, to Registrant and                                 to Registrant's Form 8-K
               CPA(R):9, as Purchaser, for the Irving Property.                         dated September 28, 1989

    28.66      Bill of Sale dated June 28, 1989 from                                    Filed as Exhibit 28.5
               Dr. Pepper, as Seller, to Registrant and                                 to Registrant's Form 8-K
               CPA(R):9, as Purchaser, for the Houston Property.                        dated September 28, 1989

    28.67      Joint Venture Agreement made as of December 8,                           Filed as Exhibit 28.6
               1988 between Registrant and CPA(R):9.                                    to Registrant's Form 8-K
                                                                                        dated September 28, 1989

    28.68      Special Warranty Deed dated September 29, 1989                           Filed as Exhibit 28.1
               from SDC, as Grantor, to Registrant and CPA(R):9,                        to Registrant's Form 8-K
               as Grantee.                                                              dated November 16, 1989

    28.69      Bill of Sale dated September 29, 1989                                    Filed as Exhibit 28.2
               from SDC, as Seller, to Registrant and CPA(R):9,                         to Registrant's Form 8-K
               as Purchaser.                                                            dated November 16, 1989

    28.70      Seller's/Lessee's Certificate dated                                      Filed as Exhibit 28.3
               September 29, 1989 from SDC, as Seller,                                  to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Purchaser.                                dated November 16, 1989

    28.71      Guarantor's Certificate dated                                            Filed as Exhibit 28.4
               September 29, 1989 from SDC, as Guarantor,                               to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Purchaser.                                dated November 16, 1989

    28.72      Co-Tenancy Agreement dated September 29, 1989                            Filed as Exhibit 28.5
               between Registrant and CPA(R):9.                                         to Registrant's Form 8-K
                                                                                        dated November 16, 1989
</TABLE>


                                      -28-
<PAGE>   30

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.73      Assignment of Rights Under Agreement dated                               Filed as Exhibit 28.6
               September 29, 1989 from SDC, as Assignor,                                to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Assignee.                                 dated November 16, 1989

    28.74      Co-Tenancy Agreement dated December 29, 1989                             Filed as Exhibit 28.1
               between Registrant and CPA(R):9.                                         to Registrant's Form 8-K
                                                                                        dated January 25, 1990

    28.75      Special Warranty Deed dated December 29, 1989                            Filed as Exhibit 28.2
               from Footland, as Grantor, to Registrant and                             to Registrant's Form 8-K
               CPA(R):9, as Grantee.                                                    dated January 25, 1990

    28.76      Bill of Sale dated December 29, 1989 from                                Filed as Exhibit 28.3
               Footland, as Seller, to Registrant and                                   to Registrant's Form 8-K
               CPA(R):9, as Purchaser.                                                  dated January 25, 1990

    28.77      Seller's Certificate dated December 29, 1989                             Filed as Exhibit 28.4
               from Footland, as Seller, to Registrant                                  to Registrant's Form 8-K
               and CPA(R):9, as Purchaser.                                              dated January 25, 1990

    28.78      Lessee's Certificate dated December 29, 1989                             Filed as Exhibit 28.5
               from F&D, as Tenant, to Registrant and                                   to Registrant's Form 8-K
               CPA(R):9, as Landlord.                                                   dated January 25, 1990

    28.79      Guarantor's Certificate dated December 29, 1989                          Filed as Exhibit 28.6
               from ASG, as Guarantor, to Registrant and                                to Registrant's Form 8-K
               CPA(R):9, as Purchaser.                                                  dated January 25, 1990

    28.80      Agreement dated December 29, 1989 between                                Filed as Exhibit 28.7
               Heller Financial, Inc., Registrant and                                   to Registrant's Form 8-K
               CPA(R):9.                                                                dated January 25, 1990

    28.81      Deed dated January 29, 1990 from CHR                                     Filed as Exhibit 28.1
               Industries, Inc. as Grantor, to Registrant                               to Registrant's Form 8-K
               and CPA(R):9, as Grantees (New Haven Premises).                          dated March 12, 1990

    28.82      Deed dated January 29, 1990 from Bunnell                                 Filed as Exhibit 28.2
               Plastics, Inc. as Grantor, to Registrant                                 to Registrant's Form 8-K
               and CPA(R):9, as Grantees (Mickleton Premises).                          dated March 12, 1990

    28.83      Deed dated January 29, 1990 from Furon,                                  Filed as Exhibit 28.3
               as Grantor, to Registrant and CPA(R):9,                                  to Registrant's Form 8-K
               as Grantees (Mantua Premises).                                           dated March 12, 1990

    28.85      Deed dated January 29, 1990 from Furon,                                  Filed as Exhibit 28.5
               as Grantor, to Registrant and CPA(R):9,                                  to Registrant's Form 8-K
               as Grantees (Aurora Premises).                                           dated March 12, 1990

    28.87      Quitclaim Deed dated January 29, 1990 from                               Filed as Exhibit 28.7
               Furon, as Grantor, to Registrant and                                     to Registrant's Form 8-K
               CPA(R):9, as Grantees (Bristol Premises).                                dated March 12, 1990
</TABLE>


                                      -29-
<PAGE>   31

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.88      Special Warranty Deed dated January 29, 1990                             Filed as Exhibit 28.8
               from Furon, as Grantor, to Registrant and                                to Registrant's Form 8-K
               CPA(R):9, as Grantees (Mt. Pleasant Premises).                           dated March 12, 1990

    28.89      Warranty Deed dated January 29, 1990 from                                Filed as Exhibit 28.9
               Furon, as Grantor, to Registrant and                                     to Registrant's Form 8-K
               CPA(R):9, as Grantees (Milwaukee Premises).                              dated March 12, 1990

    28.90      Seller's Certificate dated January 29, 1990                              Filed as Exhibit 28.10
               from CHR Industries, Inc., as Seller, to                                 to Registrant's Form 8-K
               Registrant and CPA(R):9, as Purchaser and                                dated March 12, 1990
               Lenders (New Haven Premises).

    28.91      Seller's Certificate dated January 29, 1990                              Filed as Exhibit 28.11
               from Bunnell Plastics, Inc., as Seller, to                               to Registrant's Form 8-K
               Registrant and CPA(R):9, as Purchaser and                                dated March 12, 1990
               Lenders (Mickleton Premises).

    28.92      Seller's Certificate dated January 29, 1990                              Filed as Exhibit 28.12
               from Dixon Industries Corporation, as Seller,                            to Registrant's Form 8-K
               to Registrant and CPA(R):9, as Purchaser and                             dated March 12, 1990
               Lenders (Bristol Premises).

    28.93      Seller's/Lessee's Certificate dated January 29,                          Filed as Exhibit 28.13
               1990 from Furon, as Seller, to Registrant and                            to Registrant's Form 8-K
               CPA(R):9, as Purchaser and Lenders (Aurora,                              dated March 12, 1990
               Mantua, Twinsburg, Liverpool, Mt. Pleasant,
               and Milwaukee Premises).

    28.94      Co-Tenancy Agreement dated as of January 29,                             Filed as Exhibit 28.14
               1990 by and between Registrant and CPA(R):9.                             to Registrant's Form 8-K
                                                                                        dated March 12, 1990

    28.95      General Warranty Deed dated from DDC                                     Filed as Exhibit 28.1
               to Registrant and CPA(R):9.                                              to Registrant's Form 8-K
                                                                                        dated July 13, 1990

    28.96      Bill of Sale from DDC to Registrant                                      Filed as Exhibit 28.2
               and CPA(R):9.                                                            to Registrant's Form 8-K
                                                                                        dated July 13, 1990

    28.97      Assignment of Leases and Agreements from                                 Filed as Exhibit 28.3
               DDC to Registrant and CPA(R):9.                                          to Registrant's Form 8-K
                                                                                        dated July 13, 1990

    28.98      Co-tenancy Agreement between Registrant                                  Filed as Exhibit 28.4
               and CPA(R):9.                                                            to Registrant's Form 8-K
                                                                                        dated July 13, 1990

    28.99      Prospectus of Registrant                                                 Filed as Exhibit 28.99
               dated February 17, 1988                                                  to Form 10-K/A dated
                                                                                        September 24, 1993
</TABLE>


                                      -30-
<PAGE>   32

<TABLE>
<CAPTION>
   Exhibit                                                                                      Method of
     No.             Description                                                                 Filing
   -------           -----------                                                                ---------
<S>            <C>                                                                      <C>    
    28.100     Supplement dated June 22, 1988                                           Filed as Exhibit 28.100
               to Prospectus dated February 17, 1988.                                   to Form 10-K/A dated
                                                                                        September 24, 1993

    28.101     Supplement dated August 31, 1988                                         Filed as Exhibit 28.101
               to Prospectus dated February 17, 1988.                                   to Form 10-K/A dated
                                                                                        September 24, 1993

    28.102     Supplement dated November 22, 1988                                       Filed as Exhibit 28.102
               to Prospectus dated February 17, 1988.                                   to Form 10-K/A dated
                                                                                        September 24, 1993
</TABLE>


    (b)           Reports on Form 8-K

                  The Registrant filed a report on Form 8-K dated January 1, 
1998 pursuant to Item 5 -Other Events (EX-99.1 Press Release From W.P. Carey &
Co., Inc. (December 17, 1997)).


                                      -31-
<PAGE>   33

      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 8, L.P.
                                    - a Delaware limited partnership

<TABLE>
<S>                                 <C>    
                                    BY:     CAREY DIVERSIFIED LLC


     03/25/98                       BY:     /s/ John J. Park
------------------                          ------------------------------------
     Date                                   John J. Park
                                            Executive Vice President, Chief Financial Officer and Treasurer
                                            (Principal Financial Officer)
</TABLE>


      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>    
                                    BY:     CAREY DIVERSIFIED LLC


     03/25/98                       BY:      /s/ Francis J. Carey
------------------                          ------------------------------------
     Date                                   Francis J. Carey
                                            Chairman of the Board, Chief Executive Officer and Director
                                            (Principal Executive Officer)


     03/25/98                       BY:      /s/ William P. Carey
------------------                          ------------------------------------
     Date                                   William P. Carey
                                            Chairman of the Executive Committee and Director


     03/25/98                       BY:      /s/ Steven M. Berzin
------------------                          ------------------------------------
     Date                                   Steven M. Berzin
                                            Vice Chairman, Chief Legal Officer and Director


     03/25/98                       BY:      /s/ Gordon F. DuGan
------------------                          ------------------------------------
     Date                                   Gordon F. DuGan
                                            President, Chief Acquisitions Officer and Director


     03/25/98                       BY:      /s/ Donald E. Nickelson
------------------                          ------------------------------------
     Date                                   Donald E. Nickelson
                                            Chairman of the Audit Committee and Director


     03/25/98                       BY:      /s/ Eberhard Faber IV
------------------                          ------------------------------------
     Date                                   Eberhard Faber IV
                                            Director


     03/25/98                       BY:      /s/ Barclay G. Jones, III
------------------                          ------------------------------------
     Date                                   Barclay G. Jones, III
                                            Director


     03/25/98                       BY:      /s/ Dr. Lawrence R. Klein
------------------                          ------------------------------------
     Date                                   Dr. Lawrence R. Klein
                                            Director


     03/25/98                       BY:      /s/ Charles C. Townsend, Jr.
------------------                          ------------------------------------
     Date                                   Charles C. Townsend, Jr.
                                            Director


     03/25/98                       BY:      /s/ Reginald Winssinger
------------------                          ------------------------------------
     Date                                   Reginald Winssinger
                                            Director


     03/25/98                       BY:      /s/ John J. Park
------------------                          ------------------------------------
     Date                                   John J. Park
                                            Executive Vice President, Chief Financial Officer and Treasurer
                                            (Principal Financial Officer)


     03/25/98                       BY:      /s/ Claude Fernandez
------------------                          ------------------------------------
     Date                                   Claude Fernandez
                                            Executive Vice President - Financial Operations
                                            (Principal Accounting Officer)
</TABLE>


                                      -32-
<PAGE>   34

                                                         APPENDIX A TO FORM 10-K





                      CORPORATE PROPERTY ASSOCIATES 8, L.P.
                        - a Delaware limited partnership












                                                              1997 ANNUAL REPORT
<PAGE>   35

SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------

(In thousands except per unit amounts)


<TABLE>
<CAPTION>
                                      1993              1994               1995               1996                1997
                                      ----              ----               ----               ----                ----
OPERATING DATA:
<S>                                  <C>            <C>                 <C>                <C>                 <C>     
    Revenues                         14,364         $ 15,189            $ 15,454           $ 16,207            $ 14,928

    Income before
    extraordinary item                5,258            6,012               8,338              9,453               7,879

    Income before
      extraordinary item
      allocated:
     To General Partners                526              601                 834                965                 788
     To Limited Partners              4,732            5,411               7,504              8,488               7,091
      Per unit                        69.84            79.86              110.93             125.60              104.92

    Distributions attributable (1):
      To General Partners               634              637                 644                658                 579
      To Limited Partners             5,702            5,729               5,799              5,919               5,209
       Per unit                       84.16            84.56               85.76              87.58               77.08

    Payment of mortgage
      principal (2)                     457              969               3,358              1,769               1,198


BALANCE SHEET DATA:

    Total assets                    120,670          116,323             114,890            108,629             104,467
    Long-term
      obligations (3)                62,098           57,908              52,324             44,264              42,077
</TABLE>

(1)   Includes distributions attributable to the fourth quarter of each fiscal
      year payable in the following fiscal year less distributions in the first
      fiscal quarter attributable to the prior year. The distribution
      attributable to the fourth quarter of 1997 was paid to Limited Partners in
      December 1997.

(2)   Represents scheduled mortgage principal amortization paid.

(3)   Represents mortgage and note payable obligations due after more than one
      year.


                                      -1-
<PAGE>   36

MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------------------------------------------

      Results of Operations

      Net income for the year ended December 31, 1997 decreased by $1,574,000 as
compared with the year ended December 31, 1996. The decrease in net income was
primarily due to decreases in lease revenues (rental income and interest income
from direct financing leases) and equity income (hotel operating income and
income from equity investments) and increases in general and administrative and
property expenses. The effect of these items was partially offset by a decrease
in interest expense and depreciation.

      The decrease in lease revenues was due to the expiration of the Advanced
System Applications, Inc. lease for a property in Bloomingdale, Illinois in June
1997. This decrease was partially offset by an increase in lease revenues
related to the lease with the United States Postal Service. Under a 1994
modification agreement, the Partnership agreed to a termination of the lease in
1997 rather than 2003 in consideration for an increase in annual rent of
$2,223,000. As a result of exchanging an interest in a hotel property for an
equity interest in the operating partnership of a publicly-traded investment
trust, American General Hospitality Corporation, equity income (when combined
with hotel earnings) decreased by $500,000. As more fully described below,
Management believes that this transaction has substantially increased the
liquidity of the Partnership by acquiring an equity interest which is freely
exchangeable to a marketable security, and eliminating the need to use the
Partnership's resources to maintain and upgrade a hotel property on an ongoing
basis. The increase in general and administrative expenses was the result of
costs incurred in connection with the structuring of the Consolidation with
Carey Diversified LLC. The increase in property expenses was due to the
Partnership's obligation to pay the operating costs for the Bloomingdale
property for the entire year. The decrease in interest expense reflected the
satisfaction of the mortgage obligation on the hotel property in connection with
the exchange of the hotel for an operating partnership interest in July 1996,
the prepayment of the mortgage loans collateralized by the AutoZone, Inc.
properties in the fourth quarter of 1996, the refinancing of the Furon Company
properties mortgage loan in June 1997 as well as the continuing amortization of
the Partnership's remaining mortgage loans. The decrease in depreciation
reflected the disposition of the hotel property in 1996 and the reclassification
of the Furon lease from the operating method to a direct financing method in
1997. On December 31, 1997, the Partnership converted its 32.28% interest in the
Furon property to an equity investment, in which an affiliate owns the majority
interest. As a result, the Partnership has recorded an asset of $1,685,000 as
its equity interest representing the net assets and liabilities transferred.

      Net income increased by $1,115,000 for the year ended December 31, 1996 as
compared with the year ended December 31, 1995. Income in 1996 included the
benefit of nonrecurring other income of $353,000. Increases in income for 1996,
excluding nonrecurring items, included an increase in lease revenues and
decreases in depreciation and interest expenses. This was partially offset by an
increase in property expenses and a decrease in equity income.

      The increase in lease revenues was primarily resulted from the
commencement of the lease with the United States Postal Service in May 1996,
and, to a lesser extent, rent increases on the Detroit Diesel Corporation and
United Stationers Supply Co. leases in 1995. The decrease in interest expense
was due to the satisfaction of the mortgage loan on the Advanced System
Application property which amortized fully in March 1996, the satisfaction of
the mortgage loan on the hotel property and the continuing amortization of other
limited recourse mortgage loans. Depreciation decreased as a result of the
disposition of the hotel property. The increase in property expenses was due to
the Partnership's assumption of the contractual responsibility for the operating
costs including insurance, maintenance and real estate taxes at the Bloomingdale
property during the second quarter of 1996. Property expenses relating to the
Quebecor Printing Inc. (formerly AmerSig, Inc.) properties decreased as the
Partnership's reached a settlement regarding the those leases with the former
owner of the AmerSig operations. The decrease in equity income reflected the
exchange of the hotel property and the hotel business for an interest in the
American General Hospitality operating partnership. In connection with the
settlement, the Partnership recognized other income of $224,000 as a result of
being released from a security deposit obligation. The Partnership also received
$129,000 from its bankruptcy claim against the former lessee of the Kenner hotel
property.


                                      -2-
<PAGE>   37

      In July 1996, the Partnership exchanged its ownership interests in a hotel
property in Kenner, Louisiana for 493,664 units in American General Hospitality
Operating Partnership L.P. at which time the Partnership transferred the hotel
operation to the operating partnership. Management's expectation was that the
exchange would eliminate the uncertainty and fluctuation in cash flow related to
operating a single hotel as the operating partnership owns a diversified
portfolio of hotel properties and continues to acquire properties. On an
annualized basis, distributions from the American General Hospitality
investment, at current distribution rates, approximate $820,000. The Partnership
has the right to exchange its 493,664 units on a one-for-one basis for shares of
common stock of American General Hospitality Corporation. American General
Hospitality Corporation is a publicly-traded real estate investment trust and
the common stock would be freely transferable on conversion. The quoted market
value of a share of common stock at December 31, 1997 was $26 3/4 resulting in
an aggregate value of approximately $13,200,000, if converted. The carrying
value of this investment as of December 31, 1997 was approximately $5,576,000.

      Cash flow is expected to benefit from rent increases scheduled on leases
with Quebecor Printing and High Voltage Engineering Corp. in 1998 and leases
with Stationers and Mayfair Molded Products Corporation in 1999. The partnership
has a 50% equity interest in a property leased to Lockheed Martin Corporation
with an initial term ending in July 1998. In February 1998, the Lockheed Martin
lease was extended for five years with the Partnership's share of annual rent
increasing by $20,000. Cash flow will also benefit from the receipt of a full
year's rent from the Postal Service lease at the Bloomingdale property. During
1997, the Postal Service increased its occupancy from 34% of the leasable space
to 52% at that property. The Partnership is negotiating leases for the remaining
leasable space at the Bloomingdale property; however, there is no assurance that
any leases will be executed.

      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. Most of the Partnership's net leases have rent increases based on
formulas indexed to increases in the Consumer Price Index or other periodic
mandated increases which should increase revenues from these leases in the
future.

      Financial Condition

      The Partnership's cash balances of $5,704,000 at December 31, 1997
increased by $854,000 from the previous year. Cash flows from operations and
equity investments of $9,628,000 were sufficient to pay distributions of
$7,358,000, and mortgage principal payments of $1,198,000. Distributions paid
included a distribution in December 1997 of $10.96 per Limited Partnership Unit.

      The distribution paid in December 1997 reflects an exchange transaction
which occurred on January 1, 1998. The majority of the Partnership's Limited
Partners and its General Partners approved a consolidation by merger with a
subsidiary limited partnership of Carey Diversified, as proposed in the Consent
Solicitation Statement/Prospectus of Carey Diversified, dated October 16, 1997.
In connection with the merger, 3,491 Limited Partnership Unitholders owning
66,094 Limited Partnership Units elected to exchange their limited partnership
units for interests in Carey Diversified. The December 1997 distribution was
intended to distribute funds in order to adjust the net assets of the
Partnership with the estimate of Total Exchange Value, as defined in the Consent
Solicitation Statement/Prospectus, of assets.

      Limited Partners owning 1,488 Limited Partnership Units who did not elect
to receive interests in Carey Diversified elected to retain a limited
partnership interest as Subsidiary Partnership Unitholders. Subsidiary
Partnership Units have economic interests and legal rights in the Partnership
that are substantially similar to those of Limited Partnership Units and
represent a direct ownership interest in the Partnership. The holders of
Subsidiary Partnership Units will be paid a pro rata share of any distribution
paid by the Partnership to Carey Diversified. The Partnership will continue to
pay distributions on a quarterly basis until liquidating distributions are made,
as described in the Consent Solicitation Statement/Prospectus. The objective
with respect to Subsidiary Partnership Units will be to pay distributions as if
the Consolidation never had occurred based upon the net cash flows generated by
the Partnership.

      The Partnership's investing activities in 1997 included using $216,000 to
pay for tenant improvements in connection with the expansion of space leased to
the Postal Service. The Partnership estimates that additional improvements at
the Bloomingdale property to retrofit space for new tenants will amount to
$531,000.


                                      -3-
<PAGE>   38

      The Partnership's financing activities in 1997 include the Partnership's
refinancing of its existing mortgage loan of $4,021,000 collateralized by
properties leased to the Furon Company for a new limited recourse loan of
$4,100,000. In connection with the refinancing, the annual interest rate on the
Furon mortgage loan decreased from 10.4% to 8.42%.

      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, but only to the extent of its interest in the encumbered property since
the holder of each such obligation has recourse only to the property
collateralizing such debt. The Partnership could refinance the loans,
restructure the debt with existing lenders, evaluate its ability to satisfy the
loan from existing cash reserves or sell the property and use the proceeds to
satisfy the mortgage debt. In 1999, balloon payments of approximately
$20,095,000 are scheduled on the mortgage loans collateralized by Sybron
International Corporation, Dr Pepper Bottling Company of Texas and High Voltage
properties. Based on the existing long-term leases with these lessees, the
Partnership believes that the loans can be refinanced. The Partnership's note
payable of $5,102,000 is also scheduled to mature in 1999. To the extent that
the Partnership does not seek to refinance the loans, it will have the ability
to borrow from Carey Diversified. Carey Diversified is entering into an
agreement for a line of credit and may have funds available for the Partnership,
if necessary. Carey Diversified may also make funds available to the Partnership
to pay off its share of the limited recourse loan on the Lockheed Martin
Corporation property which matures in May 1998. Lockheed Martin has agreed to a
renewal term of five years. The initial term had been scheduled to end in 1998.

      A number of the Partnership's leases provide purchase options, generally
at the greater of fair market value as encumbered by the lease or the
Partnership's cost of acquiring the property. The purchase options on the
properties leased to Sybron and Mayfair Molded Products Corporation will be
exercisable by the lessees in 1998 at the greater of (i) fair market value as
encumbered by the lease or (ii) the Partnership's acquisition cost. In the event
that these options are exercised, the Partnership would receive no less than
$11,738,000 (based on the minimum purchase option price, net of amounts needed
to pay the mortgage loans). If all the options are exercised, annual cash flow
would decrease by $1,532,000. The Partnership has not received any indication
from any of these lessees as to whether they intend to exercise their options.

      In connection with the purchase of its properties, the Partnership
required sellers of such properties to perform environmental reviews. Management
believes, based on the results of such reviews, that the Partnership's
properties were in substantial compliance with Federal and state environmental
statutes at the time the properties were acquired. However, portions of certain
properties have been subject to a limited degree of contamination, principally
in connection with leakage from underground storage tanks or surface spills. In
most instances where contamination has been identified, tenants are actively
engaged in the remediation process and addressing identified conditions. Tenants
are generally subject to environmental statutes and regulations regarding the
discharge of hazardous materials and any related remediation obligations. In
addition, the Partnership's leases generally require tenants to indemnify the
Partnership from all liabilities and losses related to the leased properties
with provisions of such indemnification specifically addressing environmental
matters. Accordingly, Management believes that the ultimate resolution of
environmental matters will not have a material adverse effect on the
Partnership's financial condition, liquidity or results of operations.

      In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosure
about Segments of an Enterprise and Related Information." SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in full set general purpose
financial statements. SFAS No. 131 establishes accounting standards for the way
that public business enterprises report selected information about operating
segments in interim financial reports issued to shareholders. SFAS No. 130 and
SFAS No. 131 are required to be adopted by 1998. The Partnership is currently
evaluating the impact, if any, of SFAS No. 130 and SFAS 131.

      The Partnership's management company has responsibility for maintaining
the Partnership's books and records and servicing the computer systems used in
maintaining such books and records. In its preliminary assessment of Year 2000
issues, the management company believes that such issues will not have a
material effect on the Partnership's operations; however such assessment has not
been completed. The Partnership relies on its bank and transfer agent for
certain computer-related services and has initiated discussions to determine
whether they are addressing Year 2000 issues that might affect the Partnership.


                                      -4-
<PAGE>   39

                        REPORT of INDEPENDENT ACCOUNTANTS


To the Partners of
  Corporate Property Associates 8, L.P.:


      We have audited the accompanying balance sheets of Corporate Property
Associates 8, L.P., a Delaware limited partnership, as of December 31, 1996 and
1997, and the related statements of income, partners' capital, and cash flows
for each of the three years in the period ended December 31, 1997. We have also
audited the financial statement schedule included on pages 21 to 23 of this
Annual Report. These financial statements and financial statement schedule are
the responsibility of the General Partners. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 financial position of Corporate Property
Associates 8, L.P., a Delaware limited partnership, as of December 31, 1996 and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. In addition, in our opinion, the Schedule of
Real Estate and Accumulated Depreciation as of December 31, 1997, 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 25, 1998


                                      -5-
<PAGE>   40

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                                 BALANCE SHEETS

                           December 31, 1996 and 1997

<TABLE>
<CAPTION>
                                                                             1996                    1997
                                                                             ----                    ----
<S>                                                                    <C>                     <C>         
        ASSETS:

Real estate leased to others:
   Accounted for under the
      operating method:
         Land                                                          $ 16,102,755            $ 14,856,512
         Buildings                                                       42,890,140              37,293,673
                                                                       ------------            ------------
                                                                         58,992,895              52,150,185
         Accumulated depreciation                                        10,293,440              10,189,488
                                                                       ------------            ------------
                                                                         48,699,455              41,960,697
   Net investment in direct financing leases                             47,095,414              47,095,414
                                                                       ------------            ------------
         Real estate leased to others                                    95,794,869              89,056,111
Equity investments                                                        6,513,068               7,831,471
Cash and cash equivalents                                                 4,850,145               5,704,033
Other assets, net of accumulated amortization
   of $155,759 in 1996 and $141,141 in 1997 and net of
   reserve for uncollected rents of $114,115 in 1997                      1,471,121               1,875,812
                                                                       ------------            ------------
             Total assets                                              $108,629,203            $104,467,427
                                                                       ============            ============

        LIABILITIES:

Mortgage notes payable                                                 $ 44,139,958            $ 38,966,104
Note payable                                                              5,102,144               5,102,144
Accrued interest payable                                                    473,317                 463,973
Accounts payable and accrued expenses                                       274,822                 608,868
Accounts payable to affiliates                                              209,112                 486,965
Prepaid and deferred rental income and security deposits                    698,443                 722,296
                                                                       ------------            ------------
             Total liabilities                                           50,897,796              46,350,350
                                                                       ------------            ------------

Commitments and contingencies

        PARTNERS' CAPITAL:

General Partners                                                           (103,774)               (113,082)
Limited Partners (67,582 Limited Partnership
   Units issued and outstanding)                                         57,835,181              58,230,159
                                                                       ------------            ------------
             Total partners' capital                                     57,731,407              58,117,077
                                                                       ------------            ------------
             Total liabilities and
             partners' capital                                         $108,629,203            $104,467,427
                                                                       ============            ============
</TABLE>

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


                                      -6-
<PAGE>   41

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                              STATEMENTS of INCOME

              For the years ended December 31, 1995, 1996 and 1997

<TABLE>
<CAPTION>
                                                                 1995                  1996                  1997
                                                                 ----                  ----                  ----
<S>                                                         <C>                   <C>                   <C>        
Revenues:
   Rental income                                            $ 8,979,476           $ 9,108,093           $ 7,558,182
   Interest income from direct financing leases               6,244,145             6,452,577             6,858,810
   Other interest income                                        229,928               293,329               287,740
   Other income                                                                       353,401               223,166
                                                            -----------           -----------           -----------
                                                             15,453,549            16,207,400            14,927,898
                                                            -----------           -----------           -----------
Expenses:
   Interest                                                   5,799,127             5,232,928             4,543,266
   Depreciation                                               1,912,503             1,539,737             1,325,929
   General and administrative                                   576,717               626,400               874,658
   Property expenses                                            381,606               579,147             1,006,644
   Amortization                                                  37,108                37,108                37,469
                                                            -----------           -----------           -----------
                                                              8,707,061             8,015,320             7,787,966
                                                            -----------           -----------           -----------

      Income before (loss) income from equity
         investments and gain on sale                         6,746,488             8,192,080             7,139,932

Hotel operating income                                        1,653,696               986,339

(Loss) income from equity investments                           (62,359)              253,061               738,979
                                                            -----------           -----------           -----------

      Income before gain on sale                              8,337,825             9,431,480             7,878,911

Gain on sale of real estate                                                            21,697
                                                            -----------           -----------           -----------

      Net income                                            $ 8,337,825           $ 9,453,177           $ 7,878,911
                                                            ===========           ===========           ===========

Net income allocated to:
   Individual General Partner                               $    83,378           $    96,484           $    78,789
                                                            ===========           ===========           ===========

   Corporate General Partner                                $   750,405           $   868,361           $   709,102
                                                            ===========           ===========           ===========

   Limited Partners                                         $ 7,504,042           $ 8,488,332           $ 7,091,020
                                                            ===========           ===========           ===========


Net income per weighted average Limited
    Partnership Units                                         $110.93                $125.60                $104.92
                                                              =======                =======                =======



Weighted average Limited Partnership Units                     67,645                 67,582                 67,582
                                                               ======                 ======                 ======
</TABLE>

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


                                      -7-
<PAGE>   42

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                         STATEMENTS of PARTNERS' CAPITAL

              For the years ended December 31, 1995, 1996 and 1997

<TABLE>
<CAPTION>
                                                                 Partners' Capital Accounts
                                           ---------------------------------------------------------------------
                                                                                                       Limited
                                                                                                      Partners'
                                                                 General           Limited           Amount Per
                                               Total            Partners           Partners           Unit (a)
                                           ------------       ------------       ------------       ------------
<S>                                         <C>                <C>                <C>                <C> 
Balance, December 31, 1994                  $53,080,410          $(605,304)       $53,685,714               $793

Purchase of Limited Partnership Units          (179,670)                             (179,670)                (3)

Distributions                                (6,413,927)          (641,394)        (5,772,533)               (85)

Net income, 1995                              8,337,825            833,783          7,504,042                111
                                           ------------       ------------       ------------       ------------

Balance, December 31, 1995                   54,824,638           (412,915)        55,237,553                816

Distributions                                (6,549,558)          (655,704)        (5,893,854)               (87)

Adjustment to purchase of Limited
  Partnership Units                               3,150                                 3,150

Net income, 1996                              9,453,177            964,845          8,488,332                126
                                           ------------       ------------       ------------       ------------

Balance, December 31, 1996                   57,731,407           (103,774)        57,835,181                855

Distributions                                (7,440,186)          (744,144)        (6,696,042)               (99)

Accrued preferred distribution                  (53,055)           (53,055)

Net income, 1997                              7,878,911            787,891          7,091,020                105
                                           ------------       ------------       ------------       ------------

Balance, December 31, 1997                  $58,117,077          $(113,082)       $58,230,159               $861
                                           ============       ============       ============       ============
</TABLE>

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

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


                                      -8-
<PAGE>   43

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                            STATEMENTS of CASH FLOWS

              For the years ended December 31, 1995, 1996 and 1997
   
<TABLE>
<CAPTION>
                                                                             1995                    1996                  1997
                                                                             ----                    ----                  ----
<S>                                                                       <C>                  <C>                   <C>         
Cash flows from operating activities:
    Net income                                                            $ 8,337,825          $  9,453,177          $  7,878,911
    Adjustments to reconcile net income to
      net cash provided by operating activities:
      Depreciation and amortization                                         1,949,611             1,576,845             1,363,398
      Straight-line adjustments                                               274,471               244,698               (19,642)
      Loss from equity investments                                             62,359
      Amortization of deferred income                                         (36,446)              (36,446)              (36,446)
      Gain on sale                                                                                  (21,697)
       Provision for uncollected rents                                                                                    114,115
      Net change in operating assets and liabilities                         (316,586)             (268,906)              (39,191)
                                                                          -----------          ------------           ------------
            Net cash provided by operating activities                      10,271,234            10,947,671             9,261,145
                                                                          -----------          ------------           -----------

Cash flows from investing activities:
    Distributions from equity investments in excess
      of equity (loss) income                                                 282,992               161,795               366,663
    Additional capitalized costs                                             (163,752)             (414,256)             (215,670)
    Proceeds from sales of real estate                                                              442,495
    Purchase of interest in operating partnership and
      related costs                                                             
                                                                          -----------         -------------           -----------
            Net cash provided by (used in) investing activities               119,240               (40,244)              150,993
                                                                          -----------          ------------           ----------- 

Cash flows from financing activities:
    Distributions to partners                                              (6,413,927)           (6,549,558)           (7,357,886)
    Purchase of Limited Partnership Units                                    (179,670)                3,150
    Proceeds from mortgages                                                                       4,000,000             4,099,560
    Prepayment of mortgage payable                                                               (6,860,859)           (4,021,244)
    Deferred financing costs                                                                                              (80,450)
    Payment of mortgage principal                                          (3,358,177)           (1,769,400)           (1,198,230)
                                                                          -----------          ------------           ----------- 
            Net cash used in financing activities                          (9,951,774)          (11,176,667)           (8,558,250)
                                                                          -----------          ------------           ----------- 

            Net increase (decrease)  in cash
               and cash equivalents                                           438,700              (269,240)              853,888

Cash and cash equivalents, beginning of year                                4,680,685             5,119,385             4,850,145
                                                                          -----------          ------------          ------------

            Cash and cash equivalents, end of year                        $ 5,119,385          $  4,850,145           $ 5,704,033
                                                                          ===========          ============           ===========
</TABLE>
    

                                   (Continued)


                                      -9-
<PAGE>   44

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                       STATEMENTS of CASH FLOWS, Continued


Supplemental Schedule of noncash investing and financing activity:
<TABLE>
<S>                                                                       <C>    
A.    Accrued preferred distribution                                          $53,055
                                                                          ===========
</TABLE>

B.    In July 1996, the Partnership exchanged its interest in a hotel property
      and related assets and liabilities for 493,664 units in the operating
      partnership of a publicly-traded real estate investment trust. The assets
      and liabilities transferred are as follows:

<TABLE>
<S>                                                                       <C>        
      Real estate, net of accumulated depreciation                        $ 9,116,767
      Mortgage note payable                                                (3,915,439)
      Other assets and liabilities transferred, net                             8,777
                                                                          -----------
        Equity investment                                                  $5,210,105
                                                                          ===========
</TABLE>
                                                         
C.    On December 31, 1997, the Partnership contributed its 32.28% interest as a
      tenant-in-common in properties leased to Furon Company to a limited
      liability company in which Corporate Property Associates 9, L.P., an
      affiliate, owns the remaining majority interest. The assets and
      liabilities transferred are as follows:

<TABLE>
<S>                                                                       <C>        
      Net investment in direct financing lease (1)                        $ 5,628,499
      Mortgage note payable                                                (4,053,940)
      Other assets and liabilities, net                                       110,507
                                                                          -----------
        Equity investment                                                  $1,685,066
                                                                          ===========
</TABLE>
                                                           
(1)   These properties were reclassified to net investment in direct financing
      leases in the second quarter of 1997.


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


                                      -10-
<PAGE>   45

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                          NOTES to FINANCIAL STATEMENTS


1.    Summary of Significant Accounting Policies:

         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. The most significant estimates relate to the assessment
               of recoverability of real estate assets. 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 improvements.

            Corporate Property Associates 8, L.P. (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, rental
                      revenue is recognized on a straight-line basis over the
                      term of the leases 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 fair value.

            Substantially all of the Partnership's leases provide for either
               scheduled rent increases, increases based on increases to the
               Consumer Price Index or Producer Price Index or sales overrides.

         Depreciation:

            Depreciation is computed using the straight-line method over the
               estimated useful lives of the properties - 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, 1996 and
               1997 were held in the custody of three and two financial
               institutions, respectively.

                                   Continued

                                      -11-
<PAGE>   46

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


         Equity Investments:

            The Partnership's 50% interests in a joint venture and a limited
               partnership and its ownership interest in the operating
               partnership of a real estate investment trust are accounted for
               under the equity method, i.e. at cost, increased or decreased by
               the Partnership's share of earnings or losses, less
               distributions. On December 31, 1997, the Partnership contributed
               its 32.28% interest as a tenant-in-common in property leased to
               Furon Company to a limited liability company, FON LLC. The
               remaining 67.72% interest is owned by Corporate Property
               Associates 9 L.P. ("CPA.9(R)"), an affiliate. The investment in
               the limited liability company is being accounted for as an equity
               investment from the date of contribution.

         Other Assets:

            Included in other assets are deferred rental income, deferred
               charges and deferred costs of Consolidation (see Note 14).
               Deferred rental income is the aggregate difference for operating
               method leases between scheduled rents which vary during the lease
               term and income recognized on a straight-line basis. Deferred
               charges are costs incurred in connection with mortgage note
               financings and refinancings and are deferred and amortized over
               the terms of the mortgages. Deferred costs of Consolidation
               represent certain costs related to a Consolidation transaction
               which have been capitalized. Consolidation costs will be included
               in the revaluation of assets subsequent to December 31, 1997.

         Deferred Rental Income:

            Deferred rental income recognized in connection with the amendment
               of one of the Partnership's leases is being amortized from the
               date of the amendment through the end of the initial term of the
               lease (20.5 years).

         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.


         Reclassifications:

            Certain 1995 and 1996 amounts have been reclassified to conform to
              the 1997 financial statement presentation.

 2.     Partnership Agreement:

            The Partnership was organized on October 20, 1987 under the Delaware
               Revised Uniform Limited Partnership Act for the purpose of
               engaging in the business of investing in and owning industrial
               and commercial real estate. The Partnership will terminate on
               December 31, 2011, or sooner, in accordance with the terms of the
               Amended Agreement of Limited Partnership (the "Agreement").

            Through December 31, 1997, the Agreement provided that the General
               Partners were allocated 10% (1% to the Individual General
               Partner, William Polk Carey and 9% to the Corporate General
               Partner, Eighth Carey Corporate Property, Inc. ("Eighth Carey")),
               and the Limited Partners were allocated 90% of the profits and
               losses as well as distributions of Distributable Cash From
               Operations, as defined. Effective January 1, 1998, in connection
               with the merger (see Note 14) of the Partnership with a
               subsidiary partnership of Carey Diversified LLC ("Carey
               Diversified"),
 
                                   Continued

                                      -12-
<PAGE>   47

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


              Carey Diversified is the sole general partner of the Partnership.
              Carey Diversified and the holders of Subsidiary Partnership Units
              are allocated 90% of the profits and losses and distributable cash
              and two special limited partners, Carey Management LLC ("Carey
              Management") and William Polk Carey, are allocated 5% and 1% of
              the profits and losses and distributable cash.

            In connection with the merger with Carey Diversified and the listing
              on the New York Stock Exchange, a division of W.P. Carey & Co.,
              Inc. ("W.P. Carey ), an affiliate of the Corporate General Partner
              satisfied the provisions for receiving a subordinated preferred
              return of $53,055, which was measured based upon the cumulative
              proceeds arising from the sale of the Partnership's assets. Such
              amount has been included in accounts payable to affiliates as of
              December 31, 1997. The preferred return, paid in January 1998, was
              subject to provisions which limited such payment that a specified
              cumulative return to limited partners was achieved. The Exchange
              Value of a Limited Partnership Unit to a Listed Share of Carey
              Diversified was included in calculating the cumulative return.

 3.     Transactions with Related Parties:

            Under the Agreement, Eighth Carey was entitled to receive a property
              leasing 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. Effective
              January 1, 1998, the fees and reimbursements are payable to Carey
              Management, an affiliate of Carey Diversified. Property leasing
              fee and general and administrative expense reimbursements are
              summarized as follows:

<TABLE>
<CAPTION>
                                                                1995           1996           1997
                                                                ----           ----           ----
<S>                                                           <C>            <C>            <C>     
                      Property leasing fee                    $ 26,777       $ 22,037       $ 28,619
                      General and administrative
                          expense reimbursements                87,856        135,221        289,549
                                                              --------       --------       --------
                                                              $114,633       $157,258       $318,168
                                                              ========       ========       ========
</TABLE>

            In 1995, 1996 and 1997, fees aggregating $69,691, $79,385 and
              $32,099, respectively, were incurred for legal services performed
              by a law firm in which the Secretary, until July 1997, of the
              Corporate General Partner and other affiliates is a partner.

            The Partnership is a participant in an agreement with W.P. Carey and
              other affiliates for the purpose of leasing office space used for
              the administration of real estate entities and W.P. Carey and for
              sharing the associated costs. Pursuant to the terms of the
              agreement, the Partnership's share of rental, occupancy and
              leasehold improvement costs is based on adjusted gross revenues,
              as defined. Expenses incurred in 1995, 1996 and 1997 were
              $145,341, $143,404 and $120,887, respectively.

            The Partnership's ownership interests in certain properties are
              jointly held with affiliated entities. The interests are held as
              tenants-in-common, and joint venture and limited liability company
              interests with such interests ranging from 20% to 75.26%. The
              Partnership accounts for its undivided interests in assets and
              liabilities relating to tenants-in-common interests on a
              proportional basis.

                                   Continued

                                      -13-
<PAGE>   48

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


 4.     Real Estate Leased to Others Accounted for Under the Operating
        Method:

              Scheduled future minimum rents, exclusive of renewals, under
              noncancellable operating leases amount to approximately $5,230,000
              in 1998, $5,223,000 in 1999, $5,218,000 in 2000, $4,736,000 in
              2001, $4,408,000 in 2002, and aggregate approximately $55,823,000
              through 2014.

        Contingent rent was approximately $497,000 in 1995, $417,000 in 1996
and $511,000 in 1997.

 5.     Net Investment in Direct Financing Leases:

            Net investment in direct financing leases is summarized as follows:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                            1996               1997
                                                            ----               ----
<S>                                                    <C>                <C>         
                  Minimum lease payments
                      receivable                       $ 99,526,391       $ 93,530,497
                  Unguaranteed residual value            47,095,414         47,095,414
                                                       ------------       ------------
                                                        146,621,805        140,625,911
                    Less: Unearned income                99,526,391         93,530,497
                                                       ------------       ------------
                                                       $ 47,095,414       $ 47,095,414
                                                       ============       ============
</TABLE>

            Scheduled future minimum rents, exclusive of renewals, under
              noncancellable direct financing leases amount to approximately
              $5,996,000 in each of the years 1998 to 2002 and aggregate
              approximately $93,530,000 through 2014.

            Contingent rent was approximately $415,000 in 1995, $420,000 in 1996
              and $863,000 in 1997.

 6.     Mortgage Notes Payable and Note Payable:

        A.  Mortgage Notes Payable:

   
            Mortgage notes payable are collateralized by the lease assignments
              and by real property with a gross amount of approximately
              $71,997,000 before accumulated depreciation. The mortgage loans
              are limited recourse obligations of the Partnership. As of
              December 31, 1997, mortgage notes payable bear interest at rates
              varying from 7.16% to 11.85% per annum and mature from 1997 to
              2010.
    

            Scheduled principal payments during each of the next five years
              following December 31, 1997 are as follows:

<TABLE>
<CAPTION>
                    Year Ending December 31,
                    ------------------------
<S>                                                         <C>        
                        1998                                $   995,718
                        1999                                 20,665,204
                        2000                                    596,973
                        2001                                  5,590,535
                        2002                                    522,700
                        Thereafter                           10,594,974
                                                            -----------
                           Total                            $38,966,104
                                                            ===========
</TABLE>

                                   Continued

                                      -14-
<PAGE>   49

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


        B.  Note Payable:

            The $5,102,144 note payable is a recourse obligation of the
              Partnership and provides for quarterly payments of interest at an
              annual interest rate equivalent to the London Inter-Bank Offered
              Rate ("LIBOR") plus 4.25% (9.81% at December 31, 1997). The note
              payable matures in July 1999, at which time a balloon payment for
              the entire outstanding principal balance will be due.

            Covenants under the note payable restrict the Partnership from
              incurring additional debt; however, new limited recourse mortgage
              financing may be obtained for the purpose of replacing existing
              mortgage debt. The Partnership must maintain a net worth of
              $20,000,000, aggregate appraised property value of $15,000,000 and
              a ratio of operating cash flow to debt service on the note payable
              of from 3:1 to 3.4:1 over the term of the loan. The Partnership is
              in compliance with such terms. In addition, the Partnership must
              offer the lender the proceeds of any asset disposition as a loan
              prepayment. Under limited circumstances, the Partnership may
              prepay the loan in whole or in part.

            Interest paid on the mortgage notes payable and the note payable was
              $5,798,935, $5,370,365 and $4,552,610 in 1995, 1996 and 1997,
              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 and               Distributions Paid to            Partners' Per
December 31,         Payable to General Partners            Limited Partners               Unit Amount
------------         ---------------------------            ----------------               -----------
<S>                         <C>                                <C>                            <C>   
    1995                    $641,394                           $5,772,533                     $85.31
                            ========                           ==========                     ======
    1996                    $655,704                           $5,893,854                     $87.21
                            ========                           ==========                     ======
    1997                    $744,144                           $6,696,042                     $99.08
                            ========                           ==========                     ======
</TABLE>

            Distributions for 1997 include distributions of $740,703 to Limited
            Partners and $82,300 to General Partners declared in December 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 the accounting differences is as follows:

<TABLE>
<CAPTION>
                                                               1995            1996            1997
                                                               ----            ----            ----
<S>                                                        <C>             <C>             <C>        
         Net income per Statements of Income               $ 8,337,825     $ 9,453,177     $ 7,878,911
      Writedown to net realizable value
      Excess tax depreciation                               (1,335,846)     (1,518,852)     (1,548,119)
      Other                                                    473,199         (91,589)        251,806
                                                           -----------     ------------    -----------
                Income for Federal
                  income tax purposes                      $ 7,475,178     $ 7,842,736     $ 6,582,598
                                                           ===========     ===========     ===========
</TABLE>

                                   Continued

                                      -15-
<PAGE>   50

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to 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.

            In 1995, 1996 and 1997, the Partnership earned its total leasing
              revenues (rental income plus interest income from financing
              leases) from the following lease obligors:

<TABLE>
<CAPTION>
                                               1995        %              1996       %             1997        %
                                               ----       ---             ----      ---            ----       --
<S>                                         <C>            <C>        <C>            <C>        <C>            <C>
Sybron International Corporation            $ 2,491,920    17%        $ 2,491,920    16%        $ 2,491,920    17%
Dr Pepper Bottling Company
   of Texas                                   1,999,000    13           1,999,000    13           1,999,000    14
Quebecor Printing Inc.
    (formerly AmerSig, Inc.)                  1,400,166     9           1,409,700     9           1,517,178    11

Advanced System Applications, Inc.            3,114,091    21           3,042,597    20           1,504,547    10
High Voltage Engineering
   Corp.                                      1,167,744     8           1,179,019     8           1,174,426     8
Orbital Sciences Corporation                    977,378     6             977,378     6             977,378     7
United Stationers Supply, Inc.                  769,625     5             812,708     5             812,708     6
Furon Company                                   819,443     5             816,217     5             779,892     6
Detroit Diesel Corporation                      699,114     5             729,078     5             729,078     5
U.S. Postal Service                                                       319,423     2             593,536     4
AutoZone, Inc.                                  529,748     3             525,003     3             545,883     4
NVR, Inc.                                       495,518     3             495,518     3             495,518     3
Wozniak Industries, Inc./ Mayfair
   Molded Products Corporation                  460,755     3             460,755     3             460,755     3
Other lease obligors                            107,919     1             111,154     1             143,973     1
Winn-Dixie Stores, Inc.                         134,500     1             134,500     1             134,500     1
Federal Express Corporation                      56,700                    56,700                    56,700
                                            -----------   ----        -----------   ----        -----------   ----
                                            $15,223,621   100%        $15,560,670   100%        $14,416,992   100%
                                            ===========   ====        ===========   ====        ===========   ====
</TABLE>

                                   Continued

                                      -16-
<PAGE>   51

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


10.     Equity Investments:

            The Partnership owns a 50% equity interest in CPA(R):8-CPA(R):9
              Joint Venture I ("Lockheed JV") with CPA(R):9, an affiliate, and a
              50% interest in Carey Topeka Associates, L.P. ("HCA") with
              Corporate Property Associates 7 ("CPA(R):7"), an affiliate.
              Lockheed JV owns land and a building located in King of Prussia,
              Pennsylvania, leased to Lockheed Martin Corporation. HCA owns a
              leasehold interest in a hotel property in Topeka, Kansas subleased
              to the Hotel Corporation of America. On December 31, 1997, the
              Partnership contributed its 32.28% interests in property leased to
              Furon Company and the related mortgage payable obligation to FON
              LLC ("FON"). CPA(R):9 owns the remaining 67.72% interest in FON.
              The Partnership also owns an equity interest in American General
              Hospitality Operating Partnership L.P. (see Note 11). The
              investment in the limited liability company is being accounted for
              as an equity investment from the date of contribution. Summarized
              combined financial information of Lockheed JV, HCA and FON is as
              follows:

<TABLE>
<CAPTION>
         (In thousands)
                                                                          December 31,
                                                                 ------------------------------
                                                                   1996                   1997
                                                                 -------                -------
<S>                                                              <C>                    <C>    
         Assets, net of accumulated depreciation
             and amortization                                    $13,790                $30,671
         Liabilities                                              11,989                 24,311
         Capital                                                   1,801                  6,360
</TABLE>

<TABLE>
<CAPTION>

                                                         Year Ended December 31,
                                            --------------------------------------------------
                                             1995                  1996                  1997
                                            ------                ------                ------
<S>                                         <C>                   <C>                   <C>   
         Revenues                           $1,597                $1,597                $1,597
         Expenses                            1,721                 1,707                 1,694
         Net loss                             (124)                 (110)                  (97)
</TABLE>


            The exchange of the Furon property for the investment in the limited
              liability company was treated as a nonmonetary exchange for tax
              and financial reporting purposes.

            Subsequent to December 31, 1997, the equity interest in the Lockheed
              JV has been converted to an undivided interest as a
              tenant-in-common.

                                   Continued

                                      -17-
<PAGE>   52

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



11.  Investment in American General Hospitality Operating Partnership L.P.:

            The Partnership and Corporate Property Associates 4 ("CPA(R):4"), an
              affiliate, purchased a hotel property in Kenner, Louisiana, in
              June 1988 as tenants-in-common with 53.617% and 46.383% interests,
              respectively. The Partnership and CPA(R):4 assumed operating
              control of the hotel in 1992 after evicting the lessee due to its
              financial difficulties. On July 30, 1996, the Partnership and
              CPA(R):4 completed a transaction with American General Hospitality
              Operating Partnership L.P. (the "Operating Partnership"), the
              operating partnership of a newly-formed real estate investment
              trust, American General Hospitality Corporation, ("AGH"), in which
              the Partnership and CPA(R):4 received 920,672 limited partnership
              units (of which the Partnership's share was 493,664 units) in
              exchange for the hotel property and its operations. In connection
              with the transfer, the Partnership and CPA(R):4 paid a cash
              contribution of $391,221 (of which the Partnership's share was
              $209,761) and the Operating Partnership's assumed the mortgage
              loan obligation collateralized by the hotel property (of which the
              Partnership's share was $3,915,439).

            The exchange of the hotel property for limited partnership units was
              treated as a nonmonetary exchange for tax and financial reporting
              purposes, and for financial reporting purposes, and is being
              accounted for under the equity method. The Partnership has the
              right to convert its Operating Partnership Units to shares of
              common stock in AGH on a one-for-one basis at any time. The
              conversion of Operating Partnership Units to shares of common
              stock would be a taxable exchange. As AGH has registered such
              shares, the Partnership would have the right to sell the shares
              after conversion.

            As of September 30, 1997, the unaudited consolidated financial
              statements of AGH reported total assets of $562,013,000 and
              shareholders' equity of $284,629,000 and for the nine months then
              ended, revenues of $43,439,000, income before minority interest of
              $19,771,000 and net income of $17,212,000. As of December 31,1997,
              AGH's quoted per share market value was $26 3/4 resulting in an
              aggregate fair value for the investment in the Operating
              Partnership of approximately $13,206,000, if converted.

            Summarized operating results of the Partnership's share of the hotel
              operation through the date of disposal (July 30, 1996) were as
              follows:

<TABLE>
<CAPTION>
                                                         1995                  1996
                                                         ----                  ----
<S>                                                  <C>                   <C>        
Revenues                                             $ 4,432,735           $ 2,675,555
Fees paid to hotel management company                   (130,293)              (96,017)
Other operating expenses                              (2,648,746)           (1,593,199)
                                                     -----------           ------------
Hotel operating income                               $ 1,653,696           $   986,339
                                                     ===========           ===========
</TABLE>

12.     Gain on Sale of Real Estate:

            In January 1990, the Partnership and CPA(R):9 purchased nine
              properties as tenants-in-common with 32.28% and 67.72% ownership
              interests, respectively, and entered into a master lease with
              Furon Company ("Furon"). In August 1993, the Partnership and
              CPA(R):9 consented to Furon's sublease of properties in Liverpool,
              Pennsylvania and Twinsburg, Ohio to IER Industries, Inc. ("IER")
              through July 2007, the end of Furon's initial lease term. On
              February 15, 1996, IER notified the Partnership and CPA(R):9 that
              it was exercising a purchase option which had been granted at the
              time the sublease was agreed to.

                                   Continued

                                      -18-
<PAGE>   53

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


            On September 9, 1996, the Partnership and CPA(R):9 sold the two
              properties to IER for $1,465,495, a purchase price determined
              pursuant to an appraisal process provided for in the lease. Net of
              its share of $24,210 of consideration received in 1993 in granting
              the purchase option and other costs of the transaction, the
              Partnership's share of net proceeds from the sale was $442,495 of
              which $287,996 was used to pay a mandatory prepayment on the
              mortgage loan. In connection with the sale, the Partnership
              recognized a gain of $21,697. As a result of the sale and the
              reamortization of the mortgage loan, annual rent from Furon and
              debt service on the Furon properties mortgage loan have decreased
              by approximately $55,000 and $34,000, respectively.


13.     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 value of such mortgage notes at
              December 31, 1996 and $39,885,000 at December 31, 1997. The fair
              value of debt instruments was evaluated using a discounted cash
              flow model with discount rates which take into account the credit
              of the tenants and interest rate risk.

            The Partnership's note payable is a variable rate obligation indexed
              to the LIBOR. Accordingly, the carrying amount of the note payable
              approximates fair value as of December 31, 1997.


14.     Exchange of Limited Partnership Units:

            On October 16, 1997, Carey Diversified distributed a Consent
              Solicitation Statement/Prospectus to the Limited Partners which
              described a proposal to consolidate the Partnership with the other
              CPA(R) Partnerships. The General Partners' proposals that each of
              the nine CPA(R) limited partnerships be merged with a
              corresponding subsidiary partnership of Carey Diversified, of
              which Carey Diversified is the general partner, was approved by
              the Limited Partners of all nine of the CPA(R) limited
              partnerships. Each limited partner had the option of either
              exchanging his or her limited partnership interest for an interest
              in Carey Diversified ("Listed Shares") or to retain a limited
              partnership interest in the subsidiary partnership ("Subsidiary
              Partnership Units"). On January 1, 1998, 3,491 holders owning
              66,094 of the 67,582 limited partnership units exchanged such
              units for 4,596,838 Listed Shares with 54 holders with the
              remaining 1,488 limited partnership units exchanging such units
              for Subsidiary Partnership Units. The General Partners received
              193,778 Listed Shares for their interests in their share of the
              appreciation in Partnership properties.

            Listed Shares commenced public trading on the New York Stock
              Exchange on January 21, 1998. Subsidiary Partnership Units provide
              substantially the same economic interest and legal rights as those
              of a limited partnership unit in the Partnership, but are not
              listed on a securities exchange. A liquidating distribution to
              holders of Subsidiary Partnership Units will be made as soon as
              practicable after an appraisal of the Partnership's properties
              which appraisal date is to be no later than December 31, 2002.


                                      -19-
<PAGE>   54

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



15.     Accounting Pronouncements:

            In June 1997, the FASB issued Statement of Financial Accounting
              Standards ("SFAS") No. 130, "Reporting Comprehensive Income" and
              SFAS No. 131, "Disclosure about Segments of an Enterprise and
              Related Information." SFAS No. 130 establishes standards for
              reporting and display of comprehensive income and its components
              (revenues, expenses, gains and losses) in full set general purpose
              financial statements. SFAS No. 131 establishes accounting
              standards for the way that public business enterprises report
              selected information about operating segments in interim financial
              reports issued to shareholders. SFAS No. 130 and SFAS No. 131 are
              required to be adopted by 1998. The Partnership is currently
              evaluating the impact, if any, of SFAS No. 130 and SFAS 131.


                                      -20-
<PAGE>   55
    
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership
              SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
                             as of December 31, 1997

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                        Costs       Increase                                        
                                                Initial Cost to      Capitalized   (Decrease)       Gross Amount at which Carried   
                                                  Partnership       Subsequent to    In Net          at Close of Period  (c)(d)     
                                             ----------------------  Acquisition   Investment     --------------------------------  
         Description         Encumbrances    Land         Buildings      (a)          (b)         Land       Building        Total  
         -----------        --------------   ----         ---------    -------    -----------     ----       --------        -----  
<S>                         <C>             <C>         <C>         <C>           <C>         <C>          <C>           <C>        
Operating method:                                                                
 Manufacturing facility
  leased to
Quebecor Printing Inc.
  (formerly AmerSig, Inc.)      $3,856,956  $  899,145  $ 6,785,855    $   497                $  899,203   $ 6,786,294   $ 7,685,497
 Land leased to                                                      
  AutoZone, Inc.                             2,014,722                  46,846    $  (6,176)   2,055,392                   2,055,392
 Office facility                                                     
  leased to                                                          
  United States                                                                                                                     
  Postal Service                               984,786    9,845,253    658,732                   985,521    10,503,250    11,488,771
 Land leased to High                                                 
  Voltage Engineering                                                                                                               
  Corporation                      742,407   1,720,000                   1,601                 1,721,601                   1,721,601
 Manufacturing facility                                              
  leased to Wozniak Industries,                                      
  Inc./ Mayfair Molded                                                                                                              
  Products Corporation                         793,325    2,456,675      4,356                   794,388     2,459,968     3,254,356
 Land leased to Sybron                                                                                                              
  International Corporation        311,874     558,614                   3,218                   561,832                     561,832
 Manufacturing and office                                            
  facility leased to                                                 
  Federal Express                                                    
  Corporation                                   47,000      551,000     19,102                    48,504       568,598       617,102
 Land leased to Dr Pepper                                            
  Bottling Company                                                   
  of Texas                       2,002,237   3,675,870                  17,433                 3,693,303                   3,693,303
 Manufacturing facility                                              
 Inc. ( formerly AmerSig, Inc                                        
  leased to Quebecor Printing.)  1,626,819     808,500    2,425,500      3,611                   809,403     2,428,208     3,237,611


<CAPTION>
                                                                    Life on which 
                                                                    Depreciation             
                                                                     in Latest             
                                                                    Statement of           
                                 Accumulated                           Income    
         Description           Depreciation(d)     Date Acquired     is Computed
         -----------           ---------------     -------------    ------------
<S>                                <C>             <C>                  <C>
Operating method:           
 Manufacturing facility
  leased to
Quebecor Printing Inc.
  (formerly AmerSig, Inc.)          $2,153,937     June 24, 1988        30 yrs.
 Land leased to             
  AutoZone, Inc.                           N/A     August 24, 1988      N/A
 Office facility            
  leased to                 
  United States                                    September 29
  Postal Service                     3,071,103     1988                 30 yrs.
 Land leased to High        
  Voltage Engineering                              November 10,
  Corporation                              N/A     1988                 N/A
 Manufacturing facility     
  leased to Wozniak Industries,
  Inc./ Mayfair Molded                             December 8,
  Products Corporation                 743,364     1988                 30 yrs.
 Land leased to Sybron                             December 21,
  International Corporation                N/A     1988                 N/A
 Manufacturing and office   
  facility leased to        
  Federal Express           
  Corporation                          166,252     March 24, 1989       30 yrs.
 Land leased to Dr Pepper   
  Bottling Company          
  of Texas                                 N/A     June 30, 1989        N/A
 Manufacturing facility     
 Inc. ( formerly AmerSig, In
  leased to Quebecor Printing.)         647,922    December 29,1989     30 yrs.
</TABLE>

                                   (Continued)

See accompanying notes to Schedule.


                                      -21-
<PAGE>   56

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership
              SCHEDULE of REAL ESTATE and ACCUMULATED DEPRECIATION
                             as of December 31, 1997

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                        Costs       Increase                                        
                                                Initial Cost to      Capitalized   (Decrease)       Gross Amount at which Carried   
                                                  Partnership       Subsequent to    In Net          at Close of Period  (c)(d)     
                                             ----------------------  Acquisition   Investment     --------------------------------  
         Description         Encumbrances    Land         Buildings      (a)          (b)         Land       Building        Total  
         -----------        --------------   ----         ---------    -------    -----------     ----       --------        -----  
<S>                         <C>             <C>         <C>         <C>           <C>         <C>          <C>           <C>        
Operating method (continued):
 Manufacturing facility
  leased to Detroit Diesel
  Corporation                   $4,531,679  $  997,290  $ 5,302,710 $    1,384                $  997,509   $ 5,303,875   $ 6,301,384
 Supermarket leased to        
  Winn-Dixie Stores, Inc.                                 1,345,000     26,855                               1,371,855     1,371,855
 Engineering and              
  Fabrication Facility        
  leased to Orbital                                                                                                                 
  Sciences Corporation           4,247,094   1,837,983    3,878,541  2,325,852                 1,838,246     6,204,130     8,042,376
 Manufacturing and office     
  facility leased to          
  Allied Plywood, Inc.                         416,309    1,217,073      9,499                   416,740     1,226,141     1,642,881
 Manufacturing and office     
  facilities leased to Stairpans,
  Inc.                                         55,322      700,009      1,665    $(280,772)      34,870       441,354       476,224 
                               ----------- -----------  -----------  ---------   ----------  -----------   -----------   -----------
                               $17,319,066 $14,808,866  $34,507,616 $3,120,651    $(286,948) $14,856,512   $37,293,673   $52,150,185
                               =========== ===========  =========== ==========  ===========  ===========   ===========   ===========
Direct financing method:
 Retail stores leased
  to AutoZone, Inc.                                    $ 2,887,278    $ 67,135                                            $2,954,413
 Manufacturing and
  generating facilities
  leased to High
  Voltage Engineering
  Corp.                        $ 3,422,846 $   688,000    7,242,000      7,394                                             7,937,394
 Office/warehouse             
  facilities leased to        
  United Stationers                                                                                                                 
  Supply Co.                     2,307,669   1,120,000    3,510,000        293    $(732,255)                               3,898,038
 Manufacturing facility       
  leased to Sybron                                                                                                                  
  International Corporation     10,238,527   1,493,464   16,845,708    105,225                                            18,444,397
 Manufacturing facility       
  leased to NVR, Inc.                          359,347    2,863,431    164,827                                             3,387,605
 Bottling and Distribution    
  facilities lease to         
  Dr Pepper Bottling          
  Company of Texas               5,677,996               10,424,130     49,437                                            10,473,567
                               -----------  ----------  -----------   --------    ---------                              -----------
                               $21,647,038  $3,660,811  $43,772,547   $394,311    $(732,255)                             $47,095,414
                               ===========  ==========  ===========   ========    =========                              ===========


<CAPTION>
                                                                    Life on which 
                                                                    Depreciation             
                                                                     in Latest             
                                                                    Statement of           
                                 Accumulated                           Income    
         Description           Depreciation(d)     Date Acquired     is Computed
         -----------           ---------------     -------------    ------------
<S>                                <C>             <C>                  <C>
Operating method (continued):
 Manufacturing facility
  leased to Detroit Diesel
  Corporation                      $ 1,333,314      June 15, 1990        30 yrs.
 Supermarket leased to      
  Winn-Dixie Stores, Inc.              331,532      October 26, 1990     30 yrs.
 Engineering and            
  Fabrication Facility      
  leased to Orbital                                 September 29,
  Sciences Corporation               1,499,331      1989                 30 yrs.
 Manufacturing and office   
  facility leased to        
  Allied Plywood, Inc.                 173,703      March 31, 1989       30 yrs.
 Manufacturing and office   
  facilities leased to Stairpans,
  Inc.                                 69,030      March 31, 1989       30 yrs.
                                   -----------
                                   $10,189,488
                                   ===========
Direct financing method:
 Retail stores leased
  to AutoZone, Inc.                                August 24, 1988
 Manufacturing and
  generating facilities
  leased to High
  Voltage Engineering
  Corp.                                            November 10, 1988
 Office/warehouse           
  facilities leased to      
  United Stationers                                December 29,
  Supply Co.                                       1988
 Manufacturing facility     
  leased to Sybron                                 December 22,
  International Corporation                        1988
 Manufacturing facility     
  leased to NVR, Inc.                              March 31, 1989
 Bottling and Distribution  
  facilities lease to       
  Dr Pepper Bottling        
  Company of Texas                                 June 30, 1989
</TABLE>

See accompanying notes to Schedule.


                                      -22-
<PAGE>   57

                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

          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 capital
            expenditures for improvements on the building leased to Orbital
            Sciences Corporation.

      (b)   The decrease in net investment is due to sales of excess parcels of
            land and a writedown to net realizable value of a property and the
            effect of accumulated depreciation on carrying amount in connection
            with the reclassification of a property from real estate accounted
            for under the operating method to net investment in direct financing
            leases.

      (c)   At December 31, 1997, the aggregate cost of real estate owned for
            Federal income tax purposes is $111,204,473.

      (d)
<TABLE>
<CAPTION>
                                                                   Reconciliation of Real Estate Accounted
                                                                        for Under the Operating Method
                                                                   ---------------------------------------
                                                                                   December 31,
                                                                            -------------------------
                                                                            1996                 1997
                                                                            ----                 ----
<S>                                                                    <C>                   <C>        
         Balance at beginning of year                                  $59,088,698           $58,992,895

         Sale of real estate                                              (500,599)

         Additions                                                         404,796               215,670

         Reclassification of operating lease
             to direct financing lease                                                        (7,058,380)
                                                                       -----------           -----------
         Balance at close of year                                      $58,992,895           $52,150,185
                                                                       ===========           ===========


<CAPTION>
                                                                   Reconciliation of Accumulated Depreciation
                                                                   ------------------------------------------

                                                                                   December 31,
                                                                            -------------------------
                                                                            1996                 1997
                                                                            ----                 ----
<S>                                                                    <C>                   <C>        
         Balance at beginning of year                                  $ 8,945,959           $10,293,440

         Depreciation expense                                            1,427,282             1,325,929

         Reclassification of operating lease
             to direct financing lease                                                        (1,429,881)

         Write-off resulting from sale of property                         (79,801)
                                                                       -----------           -----------
         Balance at close of year                                      $10,293,440           $10,189,488
                                                                       ===========           ===========
</TABLE>


                                      -23-
<PAGE>   58

PROPERTIES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  NAME OF LEASE                                                                                    TYPE OF OWNERSHIP
    OBLIGOR                       TYPE OF PROPERTY                     LOCATION                        INTEREST
 --------------                   ---------------                      --------                    -----------------
<S>                               <C>                                  <C>                         <C>          
LOCKHEED MARTIN                   Office/Research                      King of Prussia,            Ownership of a 50%
CORPORATION                       Facility                             Pennsylvania                interest in land
                                                                                                   and building (1)


QUEBECOR PRINTING                 Industrial                           Olive Branch,               Ownership of land
INC. (formerly AMERSIG,           and Office                           Mississippi                 and building
INC.)                             Buildings


AUTOZONE, INC.                    Retail Stores                        Jacksonville,               Ownership of land
                                                                       Florida - 2;                and buildings (1)
                                                                       Albany, Augusta,
                                                                       Brunswick and
                                                                       Macon, Georgia;
                                                                       Columbia,
                                                                       South Carolina;
                                                                       Houston and
                                                                       San Antonio,
                                                                       Texas;
                                                                       Albuquerque and
                                                                       Farmington,
                                                                       New Mexico


UNITED STATES                     Office Building                      Bloomingdale,               Ownership of a
POSTAL SERVICE                                                         Illinois                    66.36% interest in
                                                                                                   land and building (1)



HIGH VOLTAGE                      Manufacturing                        Sterling,                   Ownership of land
ENGINEERING                       and Office                           Massachusetts;              and buildings (1)
CORP.                             Buildings                            East Hempfield
                                                                       Township,
                                                                       Pennsylvania


WOZNIAK INDUSTRIES,
INC./MAYFAIR MOLDED               Manufacturing                        Schiller Park,              Ownership of land
PRODUCTS                          Facility                             Illinois                    and building
CORPORATION
</TABLE>


                                      -24-
<PAGE>   59

<TABLE>
<CAPTION>
  NAME OF LEASE                                                                                    TYPE OF OWNERSHIP
    OBLIGOR                       TYPE OF PROPERTY                     LOCATION                        INTEREST
 --------------                   ---------------                      --------                    -----------------
<S>                               <C>                                  <C>                         <C>          
SYBRON                            Manufacturing and                    Penfield,                   Ownership of a
INTERNATIONAL                     Office Buildings                     New York;                   75.26% interest in
CORPORATION                                                            Portsmouth,                 land and buildings (1)
                                                                       New Hampshire;
                                                                       Dubuque, Iowa;
                                                                       Glendora,
                                                                       California;
                                                                       Romulus,
                                                                       Michigan


UNITED STATIONERS                 Office/Warehouse                     San Antonio,                Ownership of land
SUPPLY CO.                        Facility                             Texas;                      and buildings (1)
                                                                       Memphis,
                                                                       Tennessee;
                                                                       New Orleans,
                                                                       Louisiana


FEDERAL EXPRESS                   Office/Warehouse                     College                     Ownership of land
CORPORATION                       Facility                             Station, Texas              and building


NVR, INC.                         Manufacturing/Office                 Thurmont,                   Ownership of a
                                  Buildings                            Maryland and                62.963% interest
                                                                       Farmington,                 in land and
                                                                       New York                    buildings


DR PEPPER BOTTLING                Bottling/                            Irvine and                  Ownership of a 50%
COMPANY OF TEXAS                  Distribution                         Houston, Texas              interest in land and
                                  Office Facility                                                  and buildings (1)


ORBITAL SCIENCES                  Engineering &                        Chandler,                   Ownership of a 42%
CORPORATION                       Fabrication                          Arizona                     interest in land and
                                  Facility                                                         buildings (1)


QUEBECOR PRINTING                 Industrial Building                  Dekalb County,              Ownership of a 26.43%
INC (formerly AMERSIG,            and Office Facility                  Georgia                     interest in land and
INC.)                                                                                              buildings (1)
</TABLE>


                                      -25-
<PAGE>   60

<TABLE>
<CAPTION>
  NAME OF LEASE                                                                                    TYPE OF OWNERSHIP
    OBLIGOR                       TYPE OF PROPERTY                     LOCATION                        INTEREST
 --------------                   ---------------                      --------                    -----------------
<S>                               <C>                                  <C>                         <C>          
FURON COMPANY                     Manufacturing, Office                New Haven,                  Ownership of a 32.28%
                                  and Warehouse                        Connecticut;                interest in a limited liability
                                  Facilities                           Mickleton,                  company which owns
                                                                       New Jersey;                 land and buildings (1)
                                                                       Aurora and Mantua,
                                                                       Ohio; Bristol,
                                                                       Rhode Island;
                                                                       Mt. Pleasant,
                                                                       Texas; Milwaukee,
                                                                       Wisconsin;


DETROIT DIESEL                    Office, Warehouse,                   Detroit,                    Ownership of a 20%
CORPORATION                       Manufacturing, Truck                 Michigan                    interest in land and
                                  Repair Facilities and                                            buildings (1)
                                  Waste Treatment Plant


WINN-DIXIE                        Supermarket                          Brewton, Alabama            Ownership of building (2)
STORES, INC.


ALLIED PLYWOOD,                   Manufacturing/                       Manassas,                   Ownership of a
INC.                              Office buildings                     Virginia                    62.963% interest
                                                                                                   in land and
                                                                                                   buildings


STAIRPANS, INC.                   Manufacturing/                       Fredricksburg,              Ownership of a
                                  Office buildings                     Virginia                    62.963% interest
                                                                                                   in land and
                                                                                                   building

HOTEL CORPORATION                 Hotel                                Topeka, Kansas              50% ownership interest
OF AMERICA                                                                                         in a limited partnership
                                                                                                   which owns land and
                                                                                                   building (1)
</TABLE>

(1)   These properties are encumbered by mortgage notes payable.
(2)   This property is subject to a ground lease.


                                      -26-
<PAGE>   61

MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED
      UNITHOLDER MATTERS
--------------------------------------------------------------------------------

      As of December 31, 1997, there were 3,545 holders of record of the Limited
Partnership Units of the Partnership. On January 1, 1998, 3,491 holders of
Limited Partnership Units exchanged such units for interests in Carey
Diversified LLC and 54 holders exchanged such units for Subsidiary Partnership
Units. There is no established public trading market for Subsidiary Partnership
Units.

      In accordance with the requirements of the Partnership's Amended Agreement
of Limited Partnership (the "Agreement") contained as Exhibit A to the
Prospectus, the Corporate General Partner expects to make quarterly
distributions of Distributable Cash From Operations as defined in the Agreement.
The following table shows the frequency and amount of distributions paid per
Unit since 1994:

<TABLE>
<CAPTION>
                                 Cash Distributions Paid Per Unit
                                 --------------------------------
                                  1995          1996         1997
                                  ----          ----         ----
<S>                              <C>          <C>          <C>   
      First quarter              $21.18       $21.63       $22.00
      Second quarter              21.25        21.75        22.02
      Third quarter               21.38        21.88        22.04
      Fourth quarter              21.50        21.95        33.02(a)
                                 ------       ------       ------   
                                 $85.31       $87.21       $99.08
                                 ======       ======       ======
</TABLE>

(a)   Includes distributions of $22.06 and $10.96 per Limited Partnership Unit
      paid in October 1997 and December 1997, respectively.

      On October 16, 1997, the Partnership began the solicitation of consents
from limited partners to approve the merger of the Partnership with all of the
CPA(R) Partnerships into Carey Diversified LLC, a Delaware limited liability
company. Limited Partners were offered the opportunity to vote to approve or
disapprove the merger and to choose either interests ("Listed Shares") in the
Carey Diversified LLC or interests ("Subsidiary Partnership Units") in the
partnership which survived the merger. The solicitation period ended on December
16, 1997. The results of the voting were as follows:

<TABLE>
<CAPTION>
                           Units Voted         Units Voted       Units Voted      Units Not
                           Yes                 No                Abstaining       Voting
                           ---                 --                ----------       ------
<S>                        <C>     <C>         <C>    <C>        <C>  <C>         <C>     <C>     
Merger of Partnership                                           
with Carey Diversified     44,747  66.21%      1,531  2.27%      356  .52%        20,948  31.00%
</TABLE>
                                                    
<TABLE>
<CAPTION>
                                                                 Subsidiary
                           Listed Shares                         Partnership Units
                           -------------                         -----------------
<S>                            <C>                                   <C>  
Number of Units
Electing                       66,094                                1,488
</TABLE>



                                      -27-