CAPTEC FRANCHISE CAPITAL PARTNERS L P IV
8-K, 1997-06-17
REAL ESTATE
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                                 UNITED STATES
                       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) May 27, 1997
                                                 -------------------------------

                  CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
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           (Exact name of registrant as specified in its charter)


DELAWARE                             333-9371                      38-3304095
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(State or other jurisdiction    (Commission File No.)          (IRS Employer 
 of incorporation)                                           Identification No.)

24 FRANK LLOYD WRIGHT DR., P.O. BOX 544, ANN ARBOR, MICHIGAN          48106
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             (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, 
including area code: (313) 994-5505 or (800) 522-7832
- --------------------------------------------------------------------------------

                               Not Applicable
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


















    This document contains 4 pages.  There are no exhibits attached hereto.


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Item 5.  Other Events.

     Capitalized terms not otherwise defined herein shall have the same meaning
as in the prospectus of Captec Franchise Capital Partners L.P. IV (the
"Partnership") dated December 23, 1996, as supplemented to date (the
"Prospectus").

     On May 27,1997, the Partnership acquired restaurant equipment to be used
in the operation of a Shells Seafood Restaurant, located at 9965 San Jose
Blvd., Jacksonville, Florida  (the "Jacksonville Shells Equipment").   The
Jacksonville Shells Equipment was purchased from various vendors for a total
cost of $118,658.30 and leased to Shells Seafood Restaurants, Inc., a Delaware
corporation ("Shells Seafood").  The headquarter offices of Shells Seafood are
located at 16316 N. Dale Mabry Highway, Suite 100, Tampa, Florida.  Shells
Seafood owns and operates the Shells Seafood Restaurant. The purchase was made
in cash from proceeds of the Partnership; however, it is anticipated that the
Jacksonville Shells Equipment will subsequently be leveraged as provided for in
the Prospectus.  The Partnership presently does not have a financing
commitment.

     The Partnership and Shells Seafood Restaurant, Inc. entered into the
Partnership's standard form of equipment lease commencing on June 1, 1997
("Jacksonville Shells Seafood Lease").  Under the terms of the Jacksonville
Shells Seafood Lease, Shells Seafood is responsible for all expenses related to
the Jacksonville Shells Equipment including taxes, insurance, maintenance and
repair costs.  The lease term is 60 months and the minimum annual rent is
$31,781 payable in monthly installments of $2,648 on the 1st day of each month.
The annual rent remains fixed for the entire Jacksonville Shells Lease term.

     At the end of the Jacksonville Shells Seafood Lease term, upon at least 90
days prior irrevocable notice to the Partnership, Shells Seafood may purchase
all of the Jacksonville Shells Equipment for the fair market value or $11,866,
whichever is less.  The General Partners believe that the amount of insurance
carried by Shells Seafood is adequate.

     Shells Seafood paid the first and last month's rent of $5,297 and interim
rent in the amount of $441 to the Partnership.  An affiliate of the Managing
General Partner received an Acquisition Fee from the Partnership in an amount
equal to $4,746, and expect to receive an additional fee of $1,187 from the
Partnership after leveraging the Jacksonville Shells Equipment, as provided for
in the Partnership Agreement.  In addition, Shells Seafood paid a commitment
fee equal to $1,187 to the same affiliate as provided for in the Partnership
Agreement.

     On May 27, 1997, the Partnership acquired restaurant equipment to be used
in the operation of a Shells Seafood Restaurant, located at 1551 3rd Street,
SW, Winter Haven, Florida  (the "Winter Haven Shells Equipment").   The Winter
Haven Shells Equipment was purchased from various vendors for a total cost of
$93,460 and leased to Shells Seafood Restaurants, Inc., a Delaware corporation
("Shells Seafood").  The headquarter offices of Shells Seafood are located at
16316 N. Dale Mabry Highway, Suite 100, Tampa, Florida.  Shells Seafood owns
and operates the Shells Seafood Restaurant. The purchase was made in cash from
proceeds of the Partnership; however, it is anticipated that the Winter Haven
Shells Equipment will subsequently be leveraged as provided for in the
Prospectus.  The Partnership presently does not have a financing commitment.

     The Partnership and Shells Seafood Restaurant, Inc. entered into the
Partnership's standard form of equipment lease commencing on June 1, 1997
("Winter Haven Shells Seafood

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Lease").  Under the terms of the Winter Haven Shells Seafood Lease, Shells
Seafood is responsible for all expenses related to the Winter Haven Shells
Equipment including taxes, insurance, maintenance and repair costs.  The lease
term is 60 months and the minimum annual rent is $25,032 payable in monthly
installments of $2,086 on the 1st day of each month.  The annual rent remains
fixed for the entire Winter Haven Shells Lease term.

     At the end of the Winter Haven Shells Seafood Lease term, upon at least 90
days prior irrevocable notice to the Partnership, Shells Seafood may purchase
all of the Winter Haven Shells Equipment for the fair market value or $9,346,
whichever is less.  The General Partners believe that the amount of insurance
carried by Shells Seafood is adequate.

     Shells Seafood paid the first and last month's rent of $4,172 and interim
rent in the amount of $348 to the Partnership.  An affiliate of the Managing
General Partner received an Acquisition Fee from the Partnership in an amount
equal to $3,738, and expect to receive an additional fee of $935 from the
Partnership after leveraging the Winter Haven Shells Equipment, as provided for
in the Partnership Agreement.  In addition, Shells Seafood paid a commitment
fee equal to $935 to the same affiliate as provided for in the Partnership
Agreement.

     On June 4, 1997, the Partnership acquired restaurant equipment to be used
in the operation of a Golden Corral Restaurant located at 11801 56th Street
North, Temple Terrace, Florida (the "Golden Corral Equipment").  The Golden
Corral Equipment was purchased from various vendors for a total cost of
$506,198 and leased to Corral South Store 4, Inc. a Florida corporation dba
Golden Corral Restaurant ("Corral South 4").  The headquarter offices of Corral
South 4 are located at 2665 S. Oak Ridge Court, Fort Myers, Florida.  Corral
South 4 owns and operates the Golden Corral Restaurant under a franchise
agreement.  The purchase was made in cash from proceeds of the Partnership;
however, it is anticipated that the Golden Corral Equipment will subsequently
be leveraged as provided for in the Prospectus.  The Partnership presently does
not have a financing commitment.

     The Partnership and Corral South 4 entered into the Partnership's standard
form of equipment lease commencing on June 15, 1997 ("Corral South 4 Lease").
Under the terms of the Corral South 4 Lease, Corral South 4 is responsible for
all expenses related to the Golden Corral Equipment including taxes, insurance,
maintenance and repair costs.  The lease term is 60 months and the annual rent
is $131,207 payable in monthly installments of $10,934 on the 15th day of each
month.  The annual rent remains fixed for the entire Golden Corral Lease term.
All obligations under the Corral South 4 Lease are guaranteed by David C.
Brown, an individual.

     At the end of the Corral South 4 Lease term, upon at least 90 days prior
irrevocable notice to the Partnership, Corral South 4 may purchase all of the
Golden Corral Equipment for  $1.00.  The General Partners believe that the
amount of insurance carried by Corral South 4 is adequate.

     At closing Corral South 4 paid the first and last month's rent of $21,868
and interim rent in the amount of $4,374 to the Partnership.  An affiliate of
the Managing General Partner received an Acquisition Fee from the Partnership
in an amount equal to $20,248, and expect to receive an additional fee of
$5,062 from the Partnership after leveraging the Golden Corral Equipment, as
provided for in the Partnership Agreement.  In addition, Corral South 4 paid a
commitment fee equal to $5,500 to the same affiliate as provided for in the
Partnership Agreement.

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                                   SIGNATURES


     Pursuant to the requirements 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.



                              By:   Captec Franchise Capital Corporation L.P. IV
                                    Managing General Partner of
                                    Captec Franchise Capital Partners L.P. IV



                              By:   /s/ W. Ross Martin
                                    --------------------------------------------
                                    W. Ross Martin
                                    Chief Financial Officer and Vice President,
                                    a duly authorized officer
  
                              Date: June 13, 1997




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