-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBdtoWVBPOkGnqGR6zHW0oeeucXYngloa1l3Hi5iv1udd+rnwQMJEAfRAf4olwL9 nDW6dSnmKkhWEimDQWG57w== 0000893220-99-001333.txt : 19991203 0000893220-99-001333.hdr.sgml : 19991203 ACCESSION NUMBER: 0000893220-99-001333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREY DIVERSIFIED LLC CENTRAL INDEX KEY: 0001025378 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133912578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13779 FILM NUMBER: 99767886 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED PROPERTIES LLC DATE OF NAME CHANGE: 19961017 8-K 1 FORM 8-K CAREY DIVERSIFIED LLC NOVEMBER 30,1999 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 1999 CAREY DIVERSIFIED LLC (Exact name of registrant as specified in its charter)
DELAWARE 001-13779 13-3912578 -------- --------- ---------- (State of Organization) (Commission File No.) (IRS Employer Identification Number)
50 Rockefeller Plaza, 2nd Floor ---------------------------------------- New York, NY 10020 (Address of principal executive offices) (212) 492-1100 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On November 30, 1999, the Board of Directors of Carey Diversified LLC (the "Company") approved the terms of an agreement (the "Proposed Agreement") with W.P. Carey & Co., Inc. and certain of its affiliates (collectively "WP"), whereby WP will contribute certain assets relating to its real estate investment advisory business to the Company by way of a merger with and into a wholly-owned subsidiary of the Company (the "Merger"). The Merger is subject to the approval of the shareholders of the Company. A consent solicitation with respect to such shareholder approval will be filed with the Securities and Exchange Commission as soon as practicable. The combined Company ("WPC") will be renamed W. P. Carey & Co. LLC. WPC expects to be listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "WPC". ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS The following exhibits are filed as part of this Current Report on Form 8-K: EXHIBIT INDEX
Exhibit No. Exhibit Page No. - ----------- ------- -------- 99.1 Press Release From Carey Diversified LLC (November 30, 1999) 99.2 Presentation to Analysts (November 30, 1999)
3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAREY DIVERSIFIED LLC By: /s/ Francis J. Carey ------------------------ Francis J. Carey Date: December 2 , 1999 EX-99.1 2 PRESS RELEASE FROM CAREY DIVERSIFIED LLC 1 EXHIBIT 99.1 COMPANY CONTACT: MEDIA CONTACT: Matthew B. Walley Donald W. Schuster Carey Diversified LLC The Torrenzano Group Ltd. 212-492-8992 212-681-1700 ext. 103 CAREY DIVERSIFIED LLC TO MERGE WITH W. P. CAREY & CO. WILL CREATE NATION'S DOMINANT NET LEASE COMPANY NEW YORK, November 30, 1999 - Carey Diversified LLC (NYSE: CDC) today announced that its Board of Directors has unanimously approved a merger with W. P. Carey & Co, Inc. ("W. P. Carey"). W. P. Carey is a real estate investment firm which manages a group of companies, including the Corporate Property Associates series of private REITs, Carey Institutional Properties and Carey Diversified LLC. If approved by the shareholders of Carey Diversified, assets under ownership or management will increase from $750 million to approximately $2.5 billion post merger. As a result, the merged entity ("WPC" or the "Company") will be a fully integrated investment company and the nation's dominant net lease firm. The Company expects to be listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "WPC." The combined business will be renamed W. P. Carey & Co. LLC to capitalize on the strong corporate identity that W. P. Carey has built among its clients and the investment community over the last 26 years. W. P. Carey personnel will become employees of the Company. All of the operations of W. P. Carey & Co., Inc. will be contributed in exchange for 8 million shares of WPC. W. P. Carey stockholders may earn up to 2 million additional shares of the Company over a period of up to five years, based upon certain performance criteria. 2 Carey Diversified's Board believes the proposed merger will significantly enhance shareholder value through: - IMMEDIATE ACCRETION - Expected to be accretive to the company's per share FFO during the first year of combined operations and more accretive thereafter; - UNIQUE ACCESS TO CAPITAL - Capitalize on W. P. Carey's access to private equity; - ENHANCED GROWTH - Add the greater growth potential of W. P. Carey's asset management business to the stability of CDC's net lease investment revenues; - STRENGTHENED CREDIT PROFILE - By acquiring W. P. Carey without indebtedness, the financial ratios and flexibility of the company will improve; and - FUTURE GROWTH POTENTIAL - Leverage the Company's solid brand image to provide new means of growth in the future. William P. Carey will be the Chairman and Chief Executive Officer of the combined Company. Gordon F. DuGan and John J. Park will continue to serve as President and Chief Financial Officer, respectively. Francis J. Carey will become Vice Chairman and remain on the Board. William P. Carey, Chairman and Chief Executive Officer of W. P. Carey & Co., Inc. stated, "When a prominent securities analyst called W. P. Carey a 'bet on brains,' he captured my vision for a Company built on talent, ambition and innovation, but that is only part of the story. Our team is gifted and highly motivated and, working within the framework of our long-term philosophy, will continue to build value for our shareholders. I chose to take shares in WPC in the merger because I believe in the future of this enterprise." Carey Diversified's President, Gordon F. DuGan, stated, "We are merging in order to provide our shareholders with the best of both worlds - stable income from the net lease business and growth from the asset management business. We believe strongly that the company resulting from this merger will be 3 uniquely positioned to leverage our access to capital in the private markets to generate superior shareholder returns." Carey Diversified's Board of Directors formed a special committee of independent directors to review and evaluate the potential merger. The special committee retained Hogan & Hartson LLP as legal counsel and Robert A. Stanger & Co. as financial advisors. Deutsche Bank Alex. Brown acted as financial advisor to W. P. Carey & Co., Inc. and Skadden, Arps, Slate, Meagher & Flom acted as legal counsel. Carey Diversified was represented by its counsel, Reed Smith Shaw & McClay. It is anticipated that consent solicitation statements will be mailed to shareholders in January 2000. Subject to shareholder approval of the merger, it is expected that the transaction will close in second quarter of 2000. Carey Diversified LLC is the largest limited liability company traded on the New York Stock Exchange. The company's portfolio consists of 210 properties totaling more than 20 million square feet. Carey Diversified LLC leases properties to manufacturing, technology, retailing and communications companies including Federal Express Corp., America West Airlines, Detroit Diesel, Dr Pepper Bottling Company of Texas, Wal-Mart, AT&T, The Gap and more than 70 others. Additional information about Carey Diversified LLC is available on the company's website: http://www.careydiv.com. W. P. Carey & Co, Inc. is a 26 year old investment firm which manages the W. P. Carey Group of companies, including the Corporate Property Associates series of REITs, which include CPA(R):10, CPA(R):12, CPA(R):14 and Carey Institutional Properties and Carey Diversified LLC. Collectively, the Carey Group manages more than 33 million square feet of property with an aggregate value of approximately $2.5 billion. Additional information about W. P. Carey & Co, Inc. is available on the company's website: http://www.wpcarey.com. This press release contains forward-looking statements within the meaning of the Federal securities laws. A number of factors could cause the Company's actual results, performance or achievement to differ materially from those 4 anticipated. Among those risks, trends and uncertainties are the general economic climate; the supply of and demand for office and industrial properties; interest rate levels; the availability of financing; and other risks associated with the acquisition and ownership of properties, including the risk that the tenants will not pay rent, or that costs may be greater than anticipated. For further information on factors that could impact the Company, reference is made to the Company's filings with the Securities and Exchange Commission. ### EX-99.2 3 PRESENTATION TO ANALYSTS 1 EXHIBIT 99.2 Slide 1 OVERVIEW OF THE CAREY DIVERSIFIED LLC AND W. P. CAREY & CO., INC. MERGER [CAREY DIVERSIFIED LLC LOGO] November 30, 1999 [W. P. CAREY & CO., INC. LOGO] Slide 2 OVERVIEW Creation of the dominant net lease company that serves public and private investors BENEFITS: - - Immediate Accretion - - Unique Access to Capital - - Enhanced Growth - - Strengthened Credit Profile - - Future Growth Potential [W. P. CAREY & CO., INC. LOGO] 1 2 Slide 3 TRANSACTION SUMMARY - - W. P. CAREY & CO., INC. WILL CONTRIBUTE ALL OF ITS OPERATING ASSETS TO CAREY DIVERSIFIED LLC ("CDC") IN EXCHANGE FOR 8 MILLION SHARES OF CDC - - STOCKHOLDERS OF W. P. CAREY MAY EARN UP TO 2 MILLION ADDITIONAL SHARES OF WPC OVER A PERIOD OF UP TO FIVE YEARS, BASED UPON CERTAIN PERFORMANCE CRITERIA - - W. P. CAREY PERSONNEL WILL BECOME EMPLOYEES OF THE COMPANY [W.P. CAREY & CO., INC. LOGO] 2 Slide 4 TRANSACTION SUMMARY (CONT'D) - - THE MERGED ENTITY WILL BECOME THE ADVISOR TO CORPORATE PROPERTY ASSOCIATES 10, 12 AND 14 AND CAREY INSTITUTIONAL PROPERTIES - - THE COMPANY WILL TRADE ON THE NYSE AND PSE UNDER THE SYMBOL "WPC" - - EXPECTED TIMELINE
Board Approval Consent Solicitation Expected Expected Closing of Merger to Commence Date NOVEMBER 30 JANUARY 2000 APRIL 2000
[W.P. CAREY & CO., INC. LOGO] 3 3 Slide 5 PROPOSED COMPANY STRUCTURE
PRE MERGER POST MERGER W. P. CAREY & CO. (PRIVATE) W. P. & CAREY & CO. LLC (PUBLIC) manages net lease assets owns & manages net lease assets [ARROW GRAPHIC] CPA REITS CDC (PUBLIC) OWNS MANAGES $850 MILLION $1.6 BILLION NET LEASE ASSETS NET LEASE ASSETS CDC ASSETS CPA/CIP ASSETS
[W.P. CAREY & CO., INC. LOGO] 4 Slide 6 W.P. CAREY & CO. OVERVIEW - - 20 YEARS OF DEMONSTRATED CAPITAL RAISING ABILITY IN ITS PRIVATE INVESTMENT VEHICLES - - CONSISTENTLY SUPERIOR PERFORMANCE OVER THE LAST 26 YEARS SERVING 65,000 INVESTORS, BOTH PUBLIC AND PRIVATE - - STRONG CORPORATE IDENTITY BASED UPON LONG-TERM PRESENCE IN NET LEASE FINANCING MARKET WITH OVER 400 CORPORATIONS [W.P. CAREY & CO., INC. LOGO] 5 4 Slide 7 W.P. CAREY & CO. OVERVIEW (CONT'D) - - MANAGEMENT CONTINUITY AND EXPERIENCE, COMPLEMENTED BY A DISTINGUISHED AND RENOWNED BOARD OF DIRECTORS: MANAGEMENT TEAM: - WM. POLK CAREY - Chairman of the Board and Chief Executive Officer - FRANCIS J. CAREY - Vice Chairman - GEORGE E. STODDARD - Chief Investment Officer - GORDON F. DUGAN - President - JOHN J. PARK - Chief Financial Officer INDEPENDENT DIRECTORS: - EBERHARD FABER, IV - Former Director of the Federal Reserve Bank of Philadelphia and Chairman of Eberhard Faber, Inc. - DR. LAWRENCE R. KLEIN - Nobel Laureate in Economics, Benjamin Franklin Professor of Economics and Finance (Emeritus), University of Pennsylvania - DONALD E. NICKELSON - Chairman of the Audit Committee, Former President of PaineWebber, Inc. - CHARLES C. TOWNSEND, JR. - Former Head of Corporate Finance, Morgan Stanley & Co. - REGINALD WINSSINGER - Chairman of Horizon New America National Portfolio Inc. [W.P. CAREY & CO., INC. LOGO] 6 Slide 8 W.P. CAREY & CO. HISTORICAL OVERVIEW (CONT'D) - - UNSURPASSED INVESTMENT EXPERTISE WITH INDEPENDENT INVESTMENT COMMITTEE: - GEORGE E. STODDARD: Chairman of Investment Committee and Chief Investment Officer, former head of corporate investments - Equitable - NATHANIEL S. COOLIDGE: former head of bond and corporate finance department - John Hancock Mutual Life Insurance Company - FRANK J. HOENEMEYER: Vice Chairman of Investment Committee, former Vice Chairman and Chief Investment Officer - Prudential Insurance Company of America - LAWRENCE R. KLEIN: Chairman of Economic Policy Committee, Nobel Laureate in Economic Science and Benjamin Franklin Professor of Economics, Emeritus - University of Pennsylvania and Wharton School [W.P. CAREY & CO., INC. LOGO] 7 5 Slide 9 WPC/CDC MERGER BENEFITS - - IMMEDIATE ACCRETION - The transaction is expected to be accretive to the company's per share FFO during the first year of combined operations and more accretive thereafter - - UNIQUE ACCESS TO CAPITAL - Capitalize on W. P. Carey's access to private capital. Raised $300 million over the past two years. - - ENHANCED GROWTH - Combine the greater growth potential of asset management business with the stability of net lease investment revenues. Assets under management have grown from $1 billion in 1994 to $2.5 billion. - - STRENGTHENED CREDIT PROFILE - Market capitalization will increase by over 30% without any increase in indebtedness. [W.P. CAREY & CO., INC. LOGO] 8 Slide 10 WPC/CDC MERGER BENEFITS - - FUTURE GROWTH POTENTIAL - Leverage the Company's solid brand image to provide new means of growth in the future - - ELIMINATION OF PERCEIVED CONFLICT OF INTEREST - All operating businesses will be merged and all personnel will become employees of W.P. Carey & Co. LLC - - POTENTIAL IMPROVED VALUATION - Preference by investment community for fully integrated companies [W.P. CAREY & CO., INC. LOGO] 9 6 Slide 11 SUMMARY - - CREATION OF THE DOMINANT NET LEASE COMPANY - - IMMEDIATE ACCRETION TO FFO - - POTENTIAL FOR SIGNIFICANT VALUATION IMPROVEMENT [W.P. CAREY & CO., INC. LOGO] 10 -----END PRIVACY-ENHANCED MESSAGE-----