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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) August 22, 1997
U.S. RESTAURANT PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-13089 75-2687420
(STATE OF OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
5310 Harvest Hill Rd.
Suite 270, LB 168
Dallas, Texas 75230
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
972-387-1487
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 5. Other Events
This Current Report on Form 8-K is being filed in order to file the
Registrant's Audited Balance Sheet dated February 4, 1997.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 U.S. Restaurant Properties, Inc. Balance Sheet dated
February 4, 1997
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SIGNATURE
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.
Date: August 22, 1997 U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Robert J. Stetson
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Robert J. Stetson
President, Chief Executive Officer
INDEPENDENT AUDITORS' REPORT
To the Directors and Stockholder of
U.S. Restaurant Properties, Inc.
We have audited the accompanying balance sheet of U.S. Restaurant Properties,
Inc. as of February 4, 1997. This balance sheet is the responsibility of the
management of U.S. Restaurant Properties, Inc. Our responsibility is to express
an opinion on this balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such balance sheet presents fairly, in all material respects,
the financial position of U.S. Restaurant Properties, Inc. at February 4, 1997,
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Dallas, Texas
February 5, 1997 (June 27, 1997 as to Note 4)
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U.S. RESTAURANT PROPERTIES, INC.
BALANCE SHEET
February 4, 1997
ASSETS
Cash $ 1,000
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STOCKHOLDER'S EQUITY
Preferred stock, $.001 par value per share; 10,000,000 shares
authorized, no shares issued
Common Stock, $.001 par value per share; 45,000,000 shares
authorized; 1,000 shares issued and outstanding $ 1
Excess Stock, $.001 par value per share; 5,000,000 shares
authorized, no shares issued
Additional paid-in capital 999
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$ 1,000
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See Notes to Balance Sheet.
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U.S. RESTAURANT PROPERTIES, INC.
NOTES TO BALANCE SHEET
February 4, 1997
1. ORGANIZATION
U.S. Restaurant Properties, Inc. (the "Company") is a newly-organized
Maryland corporation formed to continue the restaurant property management
operations of U.S. Restaurant Properties Master, L.P. (collectively, with its
subsidiaries, "USRP"). The Company is authorized to issue up to 45,000,000
shares of common stock, par value $.001 per share (the "Common Stock"),
10,000,000 shares of Preferred Stock, par value $.001 per share (the "Preferred
Stock") and 5,000,000 shares of Excess Stock, par value $.001 per share.
Pursuant to the Company's Articles of Incorporation (the "Articles"), any
purported transfer of shares of Common Stock or Preferred Stock that would
result in a person owning shares of Common Stock or Preferred Stock in excess of
certain limits set out in Articles will result in the shares subject to such
purported transfer being automatically exchanged for an equal number of shares
of Excess Stock.
The Company was capitalized upon the sale of 1,000 shares of Common
Stock for $1,000 to QSV Properties, Inc. ("QSV"). The Company will be a
self-advised real estate investment trust ("REIT") formed to continue the
restaurant property management, acquisition and development operations, related
business objectives and strategies of USRP. The consolidated financial
statements of U.S. Restaurant Properties, Inc. will include the operations of
USRP. The Company intends to qualify as a REIT as defined under the Internal
Revenue Code of 1986, as amended.
2. BUSINESS
The Company shall invest in U.S. Restaurant Properties Operating, L.P.
(the "Operating Partnership" and, together with USRP, the "Partnerships"), which
will include and continue all operations of USRP. The purpose of this investment
is to facilitate the Conversion of USRP's ownership structure from a master
limited partnership to a REIT. The Company was formed on February 4, 1997 and
will not have any operations until the Conversion is effected.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company shall succeed to the operations of USRP, and accordingly,
will follow all accounting principles established by USRP in addition to the
following:
Income Taxes - Provisions for income taxes will be made in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting
for Income
Taxes" ("SFAS 109").
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U.S. RESTAURANT PROPERTIES, INC.
NOTES TO BALANCE SHEET
4. SUBSEQUENT EVENTS
QSV has agreed to convert the Operating Partnership General Partnership
Interest and QSV's general partner interest in U.S. Restaurant Properties Master
L.P. Operating Partnership General Partner Interest in exchange for 850,000
shares or its equivalent in interests in the Partnerships. An additional 550,000
shares or its equivalent in interests in the Partnerships may be issued to QSV
if certain earnings targets are met by the year 2000. QSV is an entity that is
primarily owned by Mr. Robert J. Stetson and Mr. Fred H. Margolin.
The Company intends to enter into employment agreements with Messrs.
Stetson and Margolin. The agreements will be for three years, beginning with the
closing of the Acquisition. Pursuant to the Employment Agreements, Mr. Stetson
will serve as President and Chief Executive Officer of the Company and Mr.
Margolin will serve as Chairman of the Board of the Company and each will be
paid an annual base salary of $250,000.
On June 27, 1997, the USRP unitholders approved the Conversion of USRP
into a REIT pursuant to the merger of a partnership subsidiary of the Company
with and into USRP with USRP being the surviving entity.
