UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
U.S. Restaurant Properties, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
90 2 97110
--------------------------------------------------------------------------------
(CUSIP Number)
May 2, 1997
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(SC13G-07/99)
<PAGE>
CUSIP No. 90 2 97110 13G Page 2 of 4 Pages
________________________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pacific Mutual Holding Company
33-0769202
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,734,661
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,734,661
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH N/A
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,734,661
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
N/A
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS
<PAGE>
CUSIP No. 90 2 97110 13G Page 3 of 4 Pages
________________________________________________________________________________
Item 1(a). Name of Issuer
U.S. Restaurant Properties, Inc.
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices
12240 Inwood Road, Suite 200
Dallas, Texas 75244
________________________________________________________________________________
Item 2(a). Name of Person Filing
Pacific Mutual Holding Company
________________________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence
700 Newport Center Drive, Newport Beach, CA 92660
________________________________________________________________________________
Item 2(c). Citizenship
USA
________________________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock
________________________________________________________________________________
Item 2(e). CUSIP Number
90 2 97110
________________________________________________________________________________
Item 3. If this statement is filed pursuant to (S)(S) 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3.
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
<PAGE>
CUSIP No. 90 2 97110 13G Page 4 of 4 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,734,661
(b) Percent of class: 11.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,734,661
(ii) Shared power to vote or to direct the vote N/A
(iii) Sole power to dispose or to direct the disposition of 1,734,661
(iv) Shared power to dispose or to direct the disposition of N/A
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see (S)240.13d-3(d)(1).
________________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
N/A
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [_]
Instruction: Dissolution of a group requires a response to this item.
________________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item, and if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of the employee benefit plan, pension fund or endowment fund is not required.
________________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
See Exhibit
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
________________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
N/A
If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
________________________________________________________________________________
Item 9. Notice of Dissolution of a Group.
N/A
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
________________________________________________________________________________
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to (S)240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 23, 2000
----------------------------------------
Date
/s/ Larry J. Card
----------------------------------------
Signature
Larry J. Card, Executive Vice President
----------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT
ITEM 7
Pacific Life Insurance Company and Pacific Life & Annuity Company, subsidiaries
of the parent holding company.
Item 3 classification of each such company is (c).
