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 7, 1998
U.S. RESTAURANT PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-13089 75-2687420
(STATE OF OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 3, 1998, U.S. Restaurant Properties, Inc. (the "Registrant") acquired
11 Applebee restaurant properties located in Illinois and Iowa. The acquisition
was done pursuant to one asset purchase agreement. The purchase price equaled
$10,500,000 in cash and other capitalized costs of approximately $67,000. The
selling entity was Apple South, Inc., a Georgia corporation. The acquisition was
funded by the Registrant's bank line of credit.
On July 29, 1998, the Registrant acquired one Wendy's restaurant, one Kentucky
Fried Chicken restaurant and three regional restaurants and other properties
located in Kentucky, Maryland and Tennessee. The acquisition was done pursuant
to two purchase and sale agreements. The purchase price equaled $2,367,183 in
cash and other capitalized costs of approximately $89,000. The selling entities
were Shoney's, Inc., a Tennessee corporation and SHN Properties, LLC, a Delaware
limited liability company. The acquisition was funded by the Registrant's bank
line of credit.
On July 28, 1998, the Registrant acquired one TGI Friday's restaurant property
located in Rhode Island. The acquisition was done pursuant to one purchase and
sale agreement. The purchase price equaled $2,050,000 in cash and other
capitalized costs of approximately $19,000. The selling entity was Woloohojian
Realty Corp., a Rhode Island corporation. The acquisition was funded by the
Registrant's bank line of credit.
On July 23, 1998, the Registrant acquired one Sonic restaurant property located
in South Carolina. The acquisition was done pursuant to one purchase and sale
agreement. The purchase price equaled $508,700 in cash and other capitalized
costs of approximately $10,000. The selling entity was Trustee Ralph L. Mason,
Mack V. Colt, Trustee and Mack C. Colt FBO Ann V. Colt, Mack V. Colt Trustee.
The acquisition was funded by the Registrant's bank line of credit.
On July 22, 1998, the Registrant acquired 11 Clark Oil gas station properties
located in Illinois and Missouri. The acquisition was done pursuant to one
purchase and sale agreement. The purchase price equaled $2,575,000 in cash and
other capitalized costs of approximately $191,000. The selling entity was CRG
Properties St. Louis, LLC, a Texas limited liability company. The acquisition
was funded by the Registrant's bank line of credit.
On various dates from July 1, 1998 through August 7, 1998, the Registrant
acquired 3 properties consisting of regional brand restaurants and gas station
properties located in Arizona, Florida, and Texas. The properties were acquired
pursuant to three purchase and sale agreements. These properties were purchased
for an aggregate cash purchase price of approximately $2,598,000. These
restaurant and gas station properties represent newly developed properties and
properties yet to be developed, which do not have any historical operations.
These are not considered to be an acquisition of a business and consequently no
financial information is presented herein on these properties. The selling
entities were Elektra Enterprises, Inc., a Texas corporation, Branch Capital
Partners, L.P., a Georgia limited partnership, and Southeast Valley Auto Mall,
LLC, an Arizonia limited liability company. These acquisitions were funded by
the Registrant's bank line of credit.
In addition, to the above acquisitions, five other properties (the "Other
Properties") were acquired during the period July 1, 1998 and August 7, 1998.
These properties consist of one Arby's restaurant, one Chevron gas station and
three regional restaurant and other properties. The properties were purchased
from Sybra of California, a California corporation, Kettle Restaurants, Inc., a
Texas corporation, B.C. Oil Ventures, LLC, a California limited liability
company and Lincoln Trust Company, Trustee FBO M. Scott Rohrman. These
properties were purchased for an aggregate cash purchase price of approximately
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$1,562,000 and 667 operating partnership ("OP") units (valued at $26.5625 per
unit). The OP units may be exchanged for one share of Common Stock of the
Registrant. The Registrants Common Stock price on the transaction date was used
to value the OP units. The OP units are guaranteed to have a value of $29.985
per OP unit two years from the transaction date. The cash portion of these
properties were funded by the Registrant's bank line of credit.
The purchase prices, which were negotiated with the Sellers, were determined
through internal analysis by the Registrant of historical cash flows and/or fair
market values of the acquired Properties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements
Financial Statements for the Properties acquired and
noted in Item 2 are not available at this time but
for certain of the properties they will be filed as
soon as possible, but not later than 60 days from the
date of this Form 8-K.
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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 21, 1998 U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Robert J. Stetson
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Robert J. Stetson
President, Chief Executive Officer
By: /s/ Michael D. Warren
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Michael D. Warren
Director of Finance
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