UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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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EXPLANATORY NOTE
U.S. Restaurant Properties, Inc., (the "Registrant") a fully integrated,
self-administered and self-managed real estate investment trust hereby amends
its Form 8-K dated August 7, 1998, as filed with the Securities and Exchange
Commission on August 21, 1998 and previously amended on October 6, 1998 as
follows:
The Registrant hereby submits the revisions to the attached pages in order to
respond to a revision request received from the Securities and Exchange
Commission on November 30, 1998. These revised pages should be read in
conjunction with the amended Form 8-K filed on October 6, 1998.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
As previously reported, except as noted in the explanatory note above.
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(a) Reflects pro forma adjustment to operations relating to the period between
January 1, 1997 and the date of acquisition for base and percentage rent
for the 1997 acquisitions comprised of 277 properties acquired on various
dates from January 1, 1997 through December 31, 1997 and the sale of eight
properties on various dates from January 1, 1997 through December 31, 1997.
(b) Reflects pro forma adjustment for the issuance of preferred stock. Proceeds
of which were used to finance the acquisitions.
(c) Reflects pro forma adjustment to operations relating to base rent for the
1998 acquisitions comprised of 87 properties acquired and two properties
sold on various dates from January 1, 1998 through June 30, 1998.
(d) Reflects pro forma adjustment to operations for historical financial
results for five properties sold on various dates from July 1, 1998 through
September 8, 1998.
(e) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Hub Hill, Inc. acquisition
comprised of one property acquired on September 8, 1998. See statement of
revenues included herein.
(f) Reflects pro forma adjustment to operations relating to base rent and
property operating expenses based on historical financial information for
the Inwood Plaza acquisition comprised of one property acquired on August
10, 1998. See statement of revenues and certain expenses included herein.
(g) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Applebee's Neighborhood Grill and Bar
properties comprised of 11 properties acquired on August 3, 1998.
See statement of revenues and certain expenses included herein.
(h) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Shoney's Acquisition comprised of
five properties acquired on July 29, 1998. See combined statement of
revenues and certain expenses included herein.
(i) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Ralph Mason, Mack C. Colt and Mack
V. Colt Trusts acquisition comprised of one property acquired on July 23,
1998. See statement of revenues included herein.
(j) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Buca acquisition comprised of one
property acquired on March 27, 1998. See statement of revenues and certain
expense included herein.
(k) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Sybra, Inc. and Sybra of California,
Inc. (wholly-owned subsidiaries of I.C.H. Corporation) acquisition
comprised of six properties acquired on various dates between April 15,
1998 and July 15, 1998.
(l) Reflects pro forma adjustment to operations based on executed lease
information for the newly constructed and undeveloped acquisitions
comprised of nine properties acquired on various dates from July 1, 1998
through September 8, 1998. These are not considered to be an acquisition
of a business and consequently no financial information is presented
herein on these properties. Leases on these properties may have been
entered into subsequent to their development or redevelopment and the
properties revenue therefrom is included in the pro forma statement of
income. The pro forma adjustment to operations for revenues on newly
constructed properties and undeveloped properties are computed at the
beginning of the lease, which generally coincide with the date construction
is complete.
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NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(a) Reflects pro forma adjustment to operations relating to the period between
January 1, 1998 and the date of acquisition for base rent for 1998
acquisitions comprised of 87 properties acquired and two properties sold on
various dates from January 1, 1998 through June 30, 1998.
(b) Reflects pro forma adjustment to operations for historical financial
results for five properties sold on various dates from July 1, 1998 through
September 8, 1998.
(c) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Hub Hill, Inc. acquisition
comprised of one property acquired on September 8, 1998. See statement of
revenues included herein.
(d) Reflects pro forma adjustment to operations relating to base rent and
operating expenses based on historical financial information for the Inwood
Plaza acquisition comprised of one property acquired on August 10, 1998.
See statement of revenues and certain expenses included herein.
(e) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Applebee's Neighborhood Grill and Bar
properties comprised of 11 properties acquired on August 3, 1998.
See statement of revenues and certain expenses included herein.
(f) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Shoney's Acquisition comprised of
five properties acquired on July 29, 1998. See combined statement of
revenues and certain expenses included herein.
(g) Reflects pro forma adjustment to operations relating to base rent based on
historical financial information for the Ralph Mason, Mack C. Colt and Mack
V. Colt Trusts acquisition comprised of one property acquired on July 23,
1998. See statement of revenues included herein.
(h) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Buca acquisition comprised of one
property acquired on March 27, 1998. See statement of revenues and certain
expense included herein.
(i) Reflects pro forma adjustment to operations relating to base rent based on
executed lease information for the Sybra, Inc. and Sybra of California,
Inc. (wholly-owned subsidiaries of I.C.H. Corporation) acquisition
comprised of six properties acquired on various dates between April 15,
1998 and July 15, 1998.
(j) Reflects pro forma adjustment to operations based on executed lease
information for the newly constructed and undeveloped acquisitions
comprised of nine properties acquired on various dates from July 1, 1998
through September 8, 1998. These are not considered to be an acquisition
of a business and consequently no financial information is presented herein
on these properties. Leases on these properties may have been entered into
subsequent to their development or redevelopment and the properties revenue
therefrom is included in the pro forma statement of income. The pro forma
adjustment to operations for revenues on newly constructed properties and
undeveloped acquisitions are computed at the beginning of the lease, which
generally coincide with the date construction is complete.
(k) Reflects pro forma adjustment to operations relating to base rent based on
newly executed lease and historical financial information for 39 other
properties acquired on various dates from July 1, 1998 through September 8,
1998.
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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: December 7, 1998 U.S. RESTAURANT PROPERTIES, INC
By: /s/ Robert J. Stetson
-----------------------------------
Robert J. Stetson
President, Chief Executive Officer
By: /s/ Michael D. Warren
-----------------------------------
Michael D. Warren
Director of Finance
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