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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---
U.S. Restaurant Properties Master L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest Evidenced by Depositary Receipts
- --------------------------------------------------------------------------------
(Title of Class of Securities)
90338E-10-3 (For the Depositary Receipts)
- --------------------------------------------------------------------------------
(CUSIP Number)
Fred H. Margolin, Chairman of QSV Properties Inc., 5310 Harvest Hill Road,
Suite 270, Dallas, Texas 75230 (214) 387-1487
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 24, 1995
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 13
Please See Exhibit Index on Page 7
SEC 1746 (12-91)
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Schedule 13D
- ---------------------------- ------------------------------
CUSIP No. 90338E-10-3 Page 2 of 13 Pages
------------- --- -----
- ---------------------------- ------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
QSV Properties Inc.
I.R.S. I.D. No. 41-1541605
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
N/A (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO,WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 400,000 Units, upon exercise of the Options
SHARES ------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
N/A
OWNED BY
------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 400,000 Units, upon exercise of the Options
PERSON ------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
N/A
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 Units, upon exercise of the Options
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The title of the class of equity securities to which this
Schedule 13D relates is the Units of Limited Partnership Evidenced by
Depositary Receipts (the "Units") of U.S. Restaurant Properties Master
L.P., a Delaware limited partnership (the "Partnership"). The principal
executive offices of the Partnership are located at 5310 Harvest Hill Road,
Suite 270, L.B. 168, Dallas, Texas 75230.
Item 2. Identity and Background
The person filing this statement is QSV Properties Inc., a
Delaware corporation and Managing General Partner of the Partnership
("QSV"). The principal business of QSV is acting as Managing General
Partner of the Partnership. The Partnership, through its operating
affiliate, U.S. Restaurant Properties Operating L.P. (the "Operating
Partnership"), owns or leases restaurant properties, which it in turn
leases or subleases primarily to franchisees of Burger King Corporation.
During the last five years, neither QSV, nor, to the best
knowledge of QSV, any current QSV executive officer or director, (a) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The principal offices of QSV are located at 5310 Harvest Hill
Road, Suite 270, L.B. 168, Dallas, Texas 75230. The name, business address,
principal occupation if other than as an officer of QSV, and citizenship of
each current QSV executive officer and director are set forth in Appendix I
hereto.
Item 3. Source and Amount of Funds or Other Consideration
On March 24, 1995, the Partnership granted QSV options (the
"Options") to purchase 400,000 Units, subject to certain adjustments under
antidilution provisions of the Options, in connection with the adoption of
amendments to the agreement of limited partnership of the Partnership, as
set forth in the Second Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of March 17, 1995 (the
"Partnership Agreement"). The amendments permit the implementation of an
expanded business plan for the Partnership. The Options were granted to
QSV in consideration of QSV's efforts in connection with the approval by
the limited partners of the Partnership of the Partnership Agreement at a
special meeting of the limited partners held on March 17, 1995 (the
"Special Meeting"), and the additional efforts that QSV will expend to
expand the Partnership's business and opportunities in accordance with its
new business plan. No cash consideration was paid for the Options. The
granting of the Options was approved by the limited partners of the
Partnership at the Special Meeting.
The Options were granted to QSV at an exercise price of $15.50
per Unit, which represents the average of the closing prices of the
depositary receipts for the Units on the New
Page 3 of 13
<PAGE>
York Stock Exchange for the five trading days immediately after the Special
Meeting. The Options are not transferable except by operation of law, and
will vest according to their terms on the first anniversary of the granting
of the Options, subject to earlier vesting and exercisability if QSV is
removed as a general partner of the Partnership. The Options are only
exercisable so long as QSV has not voluntarily withdrawn from the
Partnership or been removed as a general partner, except that the Options
would remain exercisable for six months after any removal of QSV. The term
of the Options expire on the tenth anniversary of the date of grant. Under
certain circumstances set forth in the Partnership Agreement, QSV may
require the Partnership to register the transfer of Units that it may own,
including the Units underlying the Options, under applicable securities
laws.
If the Options are exercised by QSV, the exercise price would be
paid from the working capital of QSV, or by other means, including
borrowings, which are not yet determinable. QSV has no present plans with
respect to the exercise of the Options.
Item 4. Purpose of Transaction
QSV, as the Managing General Partner of the Partnership, controls
the Partnership. The Options are intended to increase the alignment of
the interest of QSV with the interest of the limited partners of the
Partnership as it pursues an expanded business plan that is permitted by
the amendments contained in the Partnership Agreement. The expanded
business plan of the Partnership, which is described in more detail in the
Proxy Statement of the Partnership dated January 20, 1995, includes making
loans to tenants of properties owned or leased by the Partnership to
renovate and improve their restaurants, purchasing additional restaurant
properties, related equipment and operating rights and financing the
improvement of existing properties and the purchase of additional
restaurant properties and related property through borrowings, issuance of
additional Units and other means. The Partnership intends to seek to
purchase restaurant properties of national and regional fast food or casual
dining restaurant chains, which may include BURGER KING restaurants (BURGER
KING is a registered trademark and service mark). The Partnership's
initial goal is to purchase additional properties principally by utilizing
the borrowing capacity, on a secured recourse or non-recourse basis, it
believes is represented by the Partnership's existing properties.
Purchases might also be made through the issuance of additional Units.
Except as described above, neither QSV nor, to the best knowledge
of QSV, any current QSV executive officer or director, has any plans or
proposals which would result in (a) any acquisition or disposition by any
person of additional securities of the Partnership or the Operating
Partnership; (b) any extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Partnership or the Operating
Partnership; (c) any sale or transfer of a material amount of assets of the
Partnership or the Operating Partnership; (d) any change in the present
management of the Partnership; (e) any material change in the present
capitalization or dividend policy of the Partnership; (f) any material
change in the Partnership's business or partnership structure; (g) any
changes in the Partnership Agreement or other actions which may impede the
acquisition of control of the Partnership; (h) a class of securities of the
Partnership to be delisted from a national securities exchange; (i) a class
of equity securities of the Partnership becoming eligible for termination
or registration pursuant to Section 12(g)(4) of the Securities
Page 4 of 13
<PAGE>
Exchange Act of 1934, as amended; or (j) any action similar to the actions
enumerated in (a) through (i) of this paragraph.
Item 5. Interest in Securities of the Issuer
Upon exercise in full of the Options, QSV will own 400,000 Units,
subject to adjustment under antidilution provisions of the Options, which
will represent 7.94% of the outstanding Units. QSV will have sole power to
direct the vote and disposition of these Units.
Fred H. Margolin, Chairman of the Board, Secretary and Treasurer
of QSV, owns 7,655 Units, and has sole voting and investment power over
such Units. Of the 7,655 Units, Mr. Margolin purchased 900 Units through
a licensed broker on March 28, 1995, at a price of $15.50 per unit, and 150
Units through a licensed broker on March 30, 1995, at a price of $15.50 per
unit.
Robert J. Stetson, President and Chief Executive Officer of QSV,
owns 11,600 Units, and has sole voting and investment power over such
Units.
Except as described herein, neither QSV nor, to the best
knowledge of QSV, any current QSV executive officer or director has
effected any transactions in the Units during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Under certain circumstances set forth in the Partnership
Agreement, QSV may require the Partnership to register under applicable
securities laws QSV's transfer of Units that it may own, including Units
acquired pursuant to the Options.
The Partnership granted the Options to QSV pursuant to an Option
Agreement dated as of March 24, 1995.
Except as described herein, neither QSV nor, to the best
knowledge of QSV, any current QSV executive officer or director, is a party
to any contract, arrangement, undertaking or relationship (legal or
otherwise) with any person with respect to any securities of the
Partnership, including but not limited to, the transfer or voting of any of
the securities of the Partnership, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees or profits, divisions of
profits or loss, or the giving or withholding of proxies.
Page 5 of 13
<PAGE>
Item 7. Material to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
Appendix I QSV Executive Officers and Directors
Exhibit A Option Agreement dated as of March 24, 1995, between
QSV Properties Inc., a Delaware corporation, and U.S.
Restaurant Properties Master L.P., a Delaware
limited partnership
</TABLE>
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.
Dated: April 3, 1995
QSV PROPERTIES INC.
By: /s/ Robert J. Stetson
------------------------
Name: Robert J. Stetson
Title: President and Chief Executive
Officer
Page 6 of 13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
Appendix I QSV Executive Officers and Directors 8
Exhibit A Option Agreement dated as of March 24, 1995, 9
between QSV Properties Inc., a Delaware
corporation, and U.S. Restaurant Properties
Master L.P., a Delaware limited partnership
</TABLE>
Page 7 of 13
<PAGE>
APPENDIX I
QSV EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Principal Occupation if Other
Name Position Business Address Than With OSV Citizenship
---- -------- ---------------- ------------- -----------
<S> <C> <C> <C> <C>
Gerald J. Graham Director Barton School of Business Dean, Barton School of Business USA
100 Clinton Hall
Wichita State University
Wichita, Kansas 67260
Fred H. Margolin Chairman of the 5310 Harvest Hill Road N/A USA
Board, Secretary & Suite 270, L.B. 168
Treasurer Dallas, Texas 75230
David Rolph Director Sasnack Management Co-owner and operator of USA
1877 N. Rock Rd. "Carlos O'Kelley's" restaurant
Wichita, Kansas 67206 chain
Darrell Rolph Director Sasnack Management Co-owner and operator of USA
1877 N. Rock Rd. "Carlos O'Kelley's" restaurant
Wichita, Kansas 67206 chain
Robert J. Stetson Director, President 5310 Harvest Hill Road N/A USA
and Chief Suite 270, L.B. 168
Executive Officer Dallas, Texas 75230
Eugene Taper Director 6427 Redpine Rd. Certified Public Accountant and USA
Dallas, Texas 75248 Consultant
</TABLE>
DA950890.164/1+
Page 8 of 13
<PAGE>
OPTION AGREEMENT
This Option Agreement (this "Agreement"), dated as of March 24, 1995, is
between U.S. Restaurant Properties Master L.P., a Delaware limited partnership
(the "Partnership"), and QSV Properties Inc., a Delaware corporation that is the
Managing General Partner of the Partnership (the "Managing General Partner").
RECITALS
WHEREAS, Section 5.05(a) of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement") provides
that the Partnership may grant options to purchase units of limited partnership
in the Partnership (the "Units") to the Managing General Partner upon the
approval by a Majority Vote of the Limited Partners (as defined in the
Partnership Agreement);
WHEREAS, at a special meeting of the Partnership's limited partners on
March 17, 1995, the limited partners approved by a Majority Vote of the Limited
Partners the issuance of options to the Managing General Partner to purchase
400,000 Units; and
WHEREAS, in consideration of the Managing General Partner's efforts in
connection with the approval by the limited partners of the Partnership of
amendments to the Partnership Agreement and the additional efforts that it will
expend to expand the Partnership's business and opportunities as contemplated
under the Partnership Agreement, the Partnership desires to grant options to the
Managing General Partner to purchase 400,000 Units, upon the terms and
conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
I. OPTIONS
Section 1.1 Grant of the Options. The Partnership hereby grants to the
Managing General Partner options (the "Options") to purchase 400,000 Units at an
exercise price of $15.50 per Unit (the "Exercise Price").
Section 1.2 Vesting. Unless otherwise accelerated pursuant to Section 1.5
hereof, the Options will vest in full and become exercisable on March 24, 1996.
Section 1.3 Exercise. Subject to Sections 1.2 and 1.5, the Options shall
only be exercisable during the period beginning at 9:00 a.m. Central Time on
March 24, 1996 and ending at 5:00 p.m. Central Time on March 24, 2005 (the
"Exercise Period"). During the Exercise Period, the Managing General Partner
may exercise any or all of the Options granted under this Agreement. Following
any such exercise, this Agreement shall remain in effect with respect to any
remaining unexercised Options. To exercise any Options, the Managing General
Partner must deliver to the Partnership
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a written notice of such exercise (a "Notice of Exercise"), which notice must
specify the number of Options exercised and the aggregate Exercise Price for the
Units to be issued. Along with the Notice of Exercise, the Managing General
Partner shall pay such aggregate Exercise Price to the Partnership by delivery
of cash or a cashier's check payable to the Partnership.
Section 1.4 Investment Representation and Warranty.
The Managing General Partner hereby represents and warrants to the
Partnership that the Managing General Partner (a) is experienced in the
evaluation of businesses similar to the Partnership, (b) is able to fend for
itself in the transactions contemplated by this Agreement, (c) has such
knowledge, skill and experience in financial, investment and business matters as
to be capable of evaluating the merits and risks of exercising the Options, (d)
has the ability to bear the economic risks of exercising the Options, and (e)
has reviewed all financial and other information that it considers necessary to
evaluate an investment in the Units.
Section 1.5 Ceasing to Serve as Managing General Partner.
(a) In the event the Managing General Partner is removed as a General
Partner pursuant to Section 14.02 of the Partnership Agreement, the Options
shall immediately vest in full (if not already vested) and shall be exercisable
in the manner described in Section 1.3 hereof for a period of six (6) months
from the date of such ceasing to serve; provided, however, that in no event
-------- -------
shall the Options be exercisable after 5:00 p.m. Central Time on March 24, 2005.
Upon the earlier of (i) the expiration of such six-month period or (ii) March
24, 2005, the Options shall terminate and shall no longer be exercisable.
(b) In the event the Managing General Partner voluntarily withdraws from
the Partnership pursuant to Section 14.01 of the Partnership Agreement or
pursuant to Section 17-602(a) of the Delaware Revised Uniform Limited
Partnership Act in violation of Section 14.01 of the Partnership Agreement, upon
such voluntary withdrawal the Options shall terminate, shall not vest (if not
already vested), and, if already vested, shall no longer be exercisable.
(c) In the event the Managing General Partner ceases to serve as the
Managing General Partner for a reason other than those described in Sections
1.5(a) or (b) hereof, such ceasing to serve shall not affect vesting of the
Options pursuant to Section 1.2 hereof or the Managing General Partner's right
to exercise the Options pursuant to Section 1.3 hereof.
Section 1.6 Adjustments. Each Option shall entitle the Managing General
Partner to purchase one Unit. If subsequent to the date hereof an Adjustment
Event (as hereinafter defined) occurs, then any unexercised Options existing at
that time shall be converted into the right to purchase the number of Units or
other securities that would have been received by a holder of the number of
Units for which such unexercised Options could have been exercised immediately
before such Adjustment Event. Corresponding adjustments shall also then be made
to: (a) the number of unexercised Options so that such number equals the new
number of Units or other securities for which they are exercisable, and (b) the
Exercise Price so that the aggregate Exercise Price for the unexercised Options
immediately before the Adjustment Event equals the aggregate Exercise Price for
the unexercised Options immediately after such event. If pursuant to this
Section 1.6 the Options become exercisable into securities other than Units,
references in this Agreement to the Units shall after the Adjustment Event refer
to such securities. The term "Adjustment Event" shall mean any combination or
2
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split-up of the Units, or any required exchange of the Units for another
security, whether pursuant to the consolidation, merger, recapitalization,
reclassification, or reorganization of the Partnership or otherwise.
Section 1.6 No Unitholder Rights. The Managing General Partner shall not
be considered the holder of any Units issuable upon exercise of the Options
until the Partnership has properly issued them upon the exercise of the
respective Options in accordance with this Agreement. The Managing General
Partner shall therefore not be entitled to receive any distributions on such
Units or to vote them until such issuance.
Section 1.7 Transferability. The Options are not transferable except by
operation of law pursuant to a consolidation, merger, recapitalization or
reorganization of the Managing General Partner. Any transferee of the Managing
General Partner's rights under this Agreement and any transferee of any of the
Options pursuant to this Section 1.7 shall be subject to the terms and
provisions of this Agreement as if such transferee was the Managing General
Partner.
II. RESTRICTIONS
Section 2.1 Prohibitions on Exercise. Notwithstanding anything to the
contrary in this Agreement, the Partnership shall not be required to issue any
Units upon an exercise of the Options until: (a) the Partnership has listed the
Units to be issued or the related depository receipts on the stock exchanges,
the National Market System (the "National Market System") of the National
Association of Securities Dealers Automated Quotation System (the "NASDAQ
System"), or the NASDAQ System, respectively, upon which the Units or the
related depository receipts are then listed, and (b) the Partnership believes
that such issuance will not violate any federal, state, or other securities law.
Upon execution of this Agreement, the Partnership will use reasonable efforts to
list the Units to be issued or the related depository receipts on the stock
exchanges, the National Market System, or the NASDAQ System, respectively, upon
which the Units are then listed.
Section 2.2 Restricted Securities. The Managing General Partner
acknowledges that neither the issuance of the Options nor the Units issuable
upon their exercise will be registered under any federal, state, or other
securities law, and that they will therefore be "restricted securities" under
Rule 144 under the Securities Act.
Section 2.3 Section 16 Restrictions. Except as permitted without
violating Section 16 of the Securities and Exchange Act of 1934, as amended, and
the rules promulgated thereunder, the Managing General Partner represents and
warrants to the Partnership that the Managing General Partner has not sold any
Units during the six month period immediately preceding the date hereof.
III. GENERAL
Section 3.1 Amendment. No amendment or modification of any of the
provisions of this Agreement shall be effective unless in writing and signed by
both the Partnership and the Managing General Partner.
Section 3.2 Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the Partnership and the Managing General
Partner with respect to the Options and supersedes all prior agreements and
understandings, both written and oral, with respect to the Options.
3
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Section 3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
INTERPRETED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
Section 3.4 Notices. All notices and other communications in connection
with this Agreement shall be in writing and shall be considered delivered only
upon the recipient's actual receipt of such notice or other communication. Each
party shall address such notices and other communications to the other party at
its address set forth below (or to such other address to which such other party
has notified such party in accordance with this Section 3.4 to send such notices
or communications):
Partnership: U.S. Restaurant Properties Master L.P.
5310 Harvest Hill Road, Suite 270
Dallas, Texas 75230
Telephone No. (214) 387-1487
Facsimile No. (214) 490-9119
Managing General Partner: QSV Properties Inc.
5310 Harvest Hill Road, Suite 270
Dallas, Texas 75230
Telephone No. (214) 387-1487
Facsimile No. (214) 490-9119
Section 3.5 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability (but shall
be construed and given effect to the extent possible), without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
Section 3.6 Status as the Managing General Partner. Neither this Agreement
nor the Options granted hereunder shall confer upon the Managing General Partner
the right to continue to serve as the Managing General Partner of the
Partnership.
Section 3.7 Successors. This Agreement shall be binding upon and shall
inure to the benefit of each party hereto and its successors and permitted
transferees.
Section 3.8 Payment of Withholding Tax. In the event that the Partnership
determines that any federal, state or local tax or any other charge is required
by law to be withheld with respect to the exercise of the Options granted
hereby, the Managing General Partner shall, as an additional requirement under
Section 1.3 hereof, upon notice from the Partnership, pay to the Partnership
cash in an amount equal to such withholding tax or charge, prior to the issuance
of Units to the Managing General Partner and the admission of the Managing
General Partner as a partner of the Partnership with respect to such Units, or
otherwise make such arrangements for the payment of such withholding tax as the
Partnership, in its sole discretion, shall permit.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
U.S. RESTAURANT PROPERTIES MASTER L.P.
By: QSV Properties Inc., its Managing
General Partner
By: /s/ Robert J. Stetson
-----------------------
Name: Robert J. Stetson
Title: President and
Chief Executive Officer
QSV PROPERTIES INC.
By: /s/ Robert J. Stetson
-----------------------
Name: Robert J. Stetson
Title: President and
Chief Executive Officer
5
