As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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U.S. RESTAURANT PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 6798 75-2687420
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code No.) Identification No.)
incorporation or
organization)
5310 Harvest Hill Road
Suite 270, L.B. 168
Dallas, Texas 75230
(972) 387-1487
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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ROBERT J. STETSON
President and Chief Executive Officer
5310 Harvest Hill Road
Suite 270, L.B. 168
Dallas, Texas 75230
(972) 387-1487
(Address, including zip code, and telephone number, including
area code, of agent for service)
-------------
Copies to:
KENNETH L. BETTS, ESQ.
Winstead Sechrest & Minick P.C.
1201 Elm Street
Suite 5400
Dallas, Texas 75270
(214) 745-5400
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box: [ ]
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-21403.
(calculation table continued on next page)
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of
Securities to be Registered Registered(1) Unit Price(2) Registration Fee
- - -------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value........... 375,102 Not Applicable $12,941,019 $3,922
===================================================================================================================
</TABLE>
(1) Based upon the estimated maximum number of shares of common stock, $.01 par
value per share, of the Registrant issuable to the holders of the units of
beneficial interest of U.S. Restaurant Properties Master L.P. (the
"Partnership") and the managing general partner of the Partnership in
connection with the Conversion, as described in the Proxy
Statement/Prospectus incorporated herein by reference.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This registration statement relates to the offering of up to 8,438,742
shares of Registrant's common stock. Of these shares, 375,102 are
registered hereby and 8,063,640 were previously registered on Registration
Statement No. 333-21403, filed with the Commission on May 2, 1997.
-------------------------------
<PAGE>
Incorporation By Reference of Registration Statement on Form S-4,
File No. 333-21403
U. S. Restaurant Properties, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-4 in its entirety the
Registration Statement on Form S-4 (File No. 333-21403) filed with the
Securities and Exchange Commission (the "Commission") on May 2, 1997, including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration
Statement.
Exhibit Number Description
-------------- -----------
5.1 Opinion of Winstead Sechrest & Minick P.C.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Winstead Sechrest & Minick P.C. (contained in
their opinion filed as Exhibit 5.1 to the Registration
Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on this Form S-4 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Dallas, State of Texas, on the 9rd day of
October, 1997.
U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Robert J. Stetson
-----------------------------
Name: Robert J. Stetson
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. Stetson President and Chief Executive October 9, 1997
----------------------- Officer and Director
Robert J. Stetson (Principal Executive
Officer and Principal
Financial Officer)
/s/ Fred H. Margolin Chairman of the Board of October 9, 1997
------------------------ Directors, Secretary
Fred H. Margolin and Treasurer
<PAGE>
EXHIBITS
Exhibit Number Description
-------------- -----------
5.1 Opinion of Winstead Sechrest & Minick P.C.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Winstead Sechrest & Minick P.C. (contained
in their opinion filed as Exhibit 5.1 to the
Registration Statement)
<PAGE>
EXHIBIT 5.1
WINSTEAD SECHREST & MINICK
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
Direct Dial: (214) 745-5724
[email protected]
October 9, 1997
U.S. Restaurant Properties, Inc.
5310 Harvest Hill Road
Suite 270
Dallas, Texas 75230
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to U.S. Restaurant Properties, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-4 ("Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), and the issuance of up to 8,438,742
of shares of the Company's common stock (the "Securities"), pursuant to the
Registration Statement.
In this capacity, we have examined the Company's charter and bylaws,
the proceedings of the Board of Directors of the Company relating to the
issuance of the Securities and such other statutes, certificates, instruments
and documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Securities to
be issued by the Company pursuant to the Registration Statement have been duly
authorized and, when issued as contemplated in the Registration Statement
against receipt of the purchase price provided for therein, will be validly
issued, fully paid and nonassessable.
The opinion expressed herein is as of the date hereof and is based on
the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligations to advise
you of any change with respect to any matter set forth herein. To the extent
that the opinion set forth herein is governed by laws other than the federal
laws of the United States, our opinion is based solely upon our review of the
General Corporation Law
<PAGE>
of the State of Maryland and upon certificates from public officials or
governmental offices of such state. We express no opinion as to any matter other
than as expressly set forth herein, and no opinion is to, or may, be inferred or
implied herefrom.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Legal Matters"
in the Prospectus incorporated by reference therein. In giving our consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Kenneth L. Betts
----------------------------
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of U.S. Restaurant Properties, Inc. on Form S-4 of our report dated
February 28, 1997, appearing in the Annual Report on Form 10-K of U.S.
Restaurant Properties Master L.P. for the year ended December 31, 1996; and our
report dated February 5, 1997 (June 27, 1997, as to Note 4), appearing in the
Current Report on Form 8-K dated August 22, 1997, of U.S. Restaurant Properties,
Inc. on the February 4, 1997, balance sheet of U.S. Restaurant Properties, Inc.;
and our report dated May 8, 1997, with respect to the combined statement of
revenues and certain expenses of RR Restaurant 1986-1 Properties Sold to U.S.
Restaurant Properties Master L.P. for the year ended December 31, 1996, our
report dated May 22, 1997, with respect to the combined statement of revenues
and certain expenses of Selected Properties Sold to U.S. Restaurant Properties
Master L.P. (Bruegger's Acquisition) for the year ended December 31, 1996, and
our report dated May 27, 1997, with respect to the statement of revenues and
certain expenses of Tulip Properties Limited Property Sold to U.S. Restaurant
Properties Master L.P. for the year ended December 31, 1996, appearing in the
Current Report on Form 8-K dated April 14, 1997; and our report dated August 14,
1997, with respect to the statement of revenues and certain expenses of
Charleston's of Norman, Inc. for the fifty-two week period ended March 23, 1997,
our report dated June 25, 1997, with respect to the statement of revenues and
certain expenses of the Property Sold to U.S. Restaurant Properties Master L.P.
by David E. Rodgers - Trustee for the year ended December 31, 1996, our report
dated June 25, 1997, with respect to the statement of revenues and certain
expenses of the Magazine Company Property Sold to U.S. Restaurant Properties
Master L.P. for the year ended December 31, 1996, our report dated August 18,
1997, with respect to the statement of revenues and certain expenses of the
Ribbit Holdings, Inc. Property Sold to U.S. Restaurant Properties Master L.P.
for the nine months ended June 30, 1997, our report dated July 2, 1997, with
respect to the combined statement of revenue and certain expenses of Selected
Properties Sold to U.S. Restaurant Properties Master L.P. (Taco Cabana
Acquisition) for the year ended December 31, 1996, our report dated August 19,
1997, with respect to the combined statement of revenues and certain expenses of
BCL II, L.P. Properties Sold to U.S. Restaurant Properties Master L.P. for the
year ended December 31, 1996, and our report dated August 20, 1997, with respect
to the combined statement of revenues and certain expenses of Selected
Properties Sold to U.S. Restaurant Properties Master L.P. (Midon Acquisition)
for the year ended December 31, 1996, appearing in the Current Report on Form
8-K dated August 21, 1997; and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Dallas, Texas
October 7, 1997
<PAGE>
EXHIBIT 23.2
We consent to the incorporation by reference in this registration statement of
U.S. Restaurant Properties, Inc. on Form S-4 of our report dated May 28, 1997,
on our audit of the Statement of Revenues and Direct Operating Expenses
Applicable to Seventy-Five Arby's Restaurant Properties Acquired by U.S.
Restaurant Properties Master L.P. for the year ended December 28, 1996. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
October 7, 1997
