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) June 24, 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 June 24, 1998, U.S. Restaurant Properties, Inc. (the "Registrant") acquired
two Burger King restaurants properties located in Arizona and California. The
acquisition was done pursuant to one purchase and sale agreement. The purchase
price equaled $1,630,000 in cash and other capitalized costs of approximately
$22,000. The selling entity was Brulon Properties, a Utah partnership. The
acquisition was funded by the Registrant's bank line of credit.
On June 22, 1998, the Registrant acquired one Village Inn restaurant property
located in Arizona. The acquisition was done pursuant to one purchase and sales
agreement. The purchase price equaled $335,000 in cash and other capitalized
costs of approximately $5,000. The selling entity was Frances M. Fisher an
individual.
The acquisition was funded by the Registrant's bank line of credit.
On May 27, 1998, the Registrant acquired one Tony Roma's restaurant property
located in Texas. The acquisition was done pursuant to one purchase and sales
agreement. The purchase price equaled $796,000 in cash and other capitalized
costs of approximately $10,000. The selling entity was Austin Partners, a Texas
general partnership. The acquisition was funded by the Registrant's bank line of
credit.
On various dates between May 26, 1998 through June 10, 1998, the Registrant
acquired two Arby's and two Burger King restaurant properties located in Kansas,
Minnesota and North Carolina. These acquisitions were done pursuant to four
purchase and sale agreements. The purchase prices equaled $2,057,000 in cash and
other capitalized costs of approximately $66,000. The selling entities were
Minneapolis Teachers Retirement Fund Association, a Minnesota non-profit
corporation and MRT Properties, Inc., a Minnesota corporation. The acquisitions
were funded by the Registrant's bank line of credit
On May 22, 1998, the Registrant acquired 11 restaurant properties consisting of
five Captain D's, two Shoney's, two Miami Subs, one Long John Silvers and one
Hooters restaurant located in Georgia, Louisiana, Oklahoma and Texas. The
acquisition was done pursuant to one purchase and sales agreement. The purchase
price equaled $5,087,512 in cash and other capitalized costs of approximately
$112,000. The selling entity was Shoney's, Inc., a Tennessee corporation. The
acquisition was funded by the Registrant's bank line of credit.
On April 8, 1998, the Registrant acquired two Ale House restaurant properties
located in Florida. The acquisition was done pursuant to one purchase and sales
agreement. These properties were purchased for an aggregate purchase price of
approximately $3,687,000. The selling entity was Jackson-Shaw Partners No. 51,
Ltd, a Texas limited partnership. The acquisition was funded by the Registrant's
bank line of credit.
On various dates from March 1, 1998 through June 24, 1998, the Registrant
acquired 16 properties consisting of seven Schlotzsky's, two Uncle Bud's, one
Arby's and seven other regional brand restaurants and gas station properties
located in Arizona, California, Colorado, Delaware, Georgia, Michigan, New
Hampshire, Oregon, Pennsylvania, South Carolina and Texas. The properties were
acquired pursuant to 16 purchase and sale agreements. These properties were
purchased for an aggregate cash purchase price of approximately $9,053,000.
These restaurant and gas station properties represent newly developed properties
and properties yet to be developed, which do not have any historical operations.
The selling entities were Dynamic Development Joint Venture, Schlotzsky's Real
Estate, Inc., a Texas corporation, Caribou Coffee Company, Inc., a Minnesota
corporation, Texas Roadhouse of Grand Prairie LLC, a Kentucky limited liability
company, John Harvard's Brew House Pennsylvania, L.L.C., a Pennsylvania limited
liability company, Restaurant Properties L.L.C., a Kentucky limited liability
company, Evergreen
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State Limited Partnership No. 17, a Washington limited partnership, Sybra, Inc.
a Michigan corporation, Volume, Inc., a New Hampshire corporation and Medhi
Sater, an individual. These acquisitions were funded by the Registrant's bank
line of credit.
In addition, to the above acquisitions, 11 other properties (the "Other
Properties") were acquired during the period March 1, 1998 and June 24, 1998.
These properties consist of four Arby's restaurant properties, one El Chico
restaurant and six other regional restaurant and gas station properties. The
properties were purchased from B.C. Oil Ventures, LLC, a California limited
liability company, Georgia Clubhouse, Inc., a Georgia corporation, Hal W. Smith,
an Individual, Buca (Wheeling), Inc., a Minnesota corporation, Sybra, Inc., a
Michigan corporation, Sybra of California, a California corporation, The Charles
Sewell Raper Trust Dated July 9, 1993, The Charles Shawn Raper Trust Dated July
9, 1993 and Robert L. Wiggins, Sr., an Individual. These properties were
purchased for an aggregate cash purchase price of approximately $11,347,000 and
were funded by the Registrant's bank line of credit.
The transaction on June 24, 1998, in combination with previously reported
restaurant properties acquired between January 1, 1998 and June 24, 1998 (date
of reportable event), which are unaudited, are deemed significant in aggregate
to the Registrants total assets as previously reported on Form 10-K. The Sellers
of all properties are not affiliated with the Registrant, any director or
officer of the Registrant or any associate of any such director or officer.
The purchase prices, which were negotiated with the Sellers, were determined
through internal analysis by the Registrant of historical cash flows and 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 and
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: July 7, 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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