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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (fee required)
For the fiscal year ended December 31, 1994
-----------------
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ________________
Commission File Number 1-9079
U.S. RESTAURANT PROPERTIES MASTER L.P.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-1541631
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5310 Harvest Hill Rd., Ste. 270, LB 168, Dallas, Texas 75230
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(Address of principal executive offices, including zip code)
214 / 387-1487
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
Units Representing Limited Partnership New York Stock Exchange
Interests and Evidenced by Depository
Receipts
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes____X____ No_________
Page 1 of 11
Exhibit Index located on page 6
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Units held by non-affiliates of the
Registrant as of February 28, 1995 was $70,104,375 (based upon the closing price
of the Units on February 28, 1995, as reported under New York Stock Exchange
Composite Transactions).
The number of Units outstanding on February 28, 1995 was 4,635,000.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Limited Partners for the year ended
December 31, 1994 (the "1994 Annual Report") are incorporated by reference into
parts II.
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14 is hereby amended to delete the document filed as Exhibit 10.3, and
replace it with the document filed with this Amendment No. 1 as Exhibit 10.3.
Item 14 is otherwise unchanged. Item 14 is hereby restated as follows:
(a)(1) Financial Statements.
The consolidated financial statements of the Registrant included in the 1994
Annual Report are incorporated by reference in Item 8. "Financial Statements and
Supplementary Data" above and are also incorporated herein by reference.
(a)(2) Financial Statement Schedules.
None
Schedules have been omitted because they are either not applicable, not
material or the required information has been given in the financial statements
or in the notes to the financial statements.
(a)(3) Exhibits.
2.1 Amended and Restated Purchase and Sale Agreement dated as of February 3,
1986. (Incorporated by reference to Exhibit 10(a) to Amendment No. 2 to the
Registration Statement.)
3.1 The original Certificate of Limited Partnership of U.S. Restaurant
Properties Master L.P. (Incorporated by reference to Exhibit 4.3 to the
Registration Statement.). Amendments filed on July 1, 1994, November 7, 1994
and November 30, 1994 are attached./*/
3.2 Second Amended and Restated Agreement of Limited Partnership of U.S.
Restaurant Properties Master L.P. dated as of March 17, 1995./*/
3.3 Certificate of Limited Partnership of U.S. Restaurant Properties Operating
L.P. (Incorporated by reference to Exhibit 4.4 to the Registrant Statement.).
Amendments filed on July 26, 1994 and November 30, 1994./*/
3.4 Second Amended and Restated Agreement of Limited Partnership of U.S.
Restaurant Properties Operating L.P. dated as of March 17, 1995./*/
4.1 Deposit Agreement and Form of Depositary Receipt and Application for
Transfer of Depositary Units. (Incorporated by reference to Exhibit 4.5 to
Amendment No. 3 to the Registration Statement.) First Amendment to Deposit
Agreement. (Incorporated by reference to Exhibit (4)A to Registrant's 8-K
Current Report dated September 30, 1987.)
10.1 Amendment No. 91 - Burger King Corporation Withdrawal as Special General
Partner and Name Change (Incorporated by reference to Exhibit 10.1 to the
Registrant's 10-Q Report for the period ended September 30, 1994.)
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10.2 Consulting Agreement dated April 30, 1987. (Incorporated by reference to
Exhibit 10.2 to the Registrant's 10-K Annual Report for the year ended December
31, 1987.)
10.3 Option Agreement, dated as of March 24, 1995, between U.S. Restaurant
Properties Master L.P. and QSV Properties Inc./**/
10.4 Agreement between BKC and Robert J. Stetson regarding sale of QSV
Properties Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant's
10-Q Report for the period ended June 30, 1994.)
10.5 Letter to change Registrar and Stock Transfer Agent. (Incorporated by
reference to Exhibit 10.2 to the Registrant's 10-Q Report for the period ended
September 30, 1994.)
13.1 Annual Report to Limited Partners for the year ended December 31, 1994
(only those portions specifically incorporated herein by reference shall be
deemed filed with the Commission)./*/
21.1 Subsidiaries of the Registrant./*/
(b) Reports on Form 8-K.
On December 5, 1994, the Registrant filed a Report on Form 8-K in connection
with BKC's withdrawals from the Partnerships.
__________________
/*/ Previously filed with the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994.
/**/ This Exhibit 10.3 replaces the version of Exhibit 10.3 previously filed
with the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 6, 1995 U.S. RESTAURANT PROPERTIES MASTER L.P.
BY: QSV PROPERTIES INC., ITS MANAGING
GENERAL PARTNER
By: /S/ ROBERT J. STETSON
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Name: ROBERT J. STETSON
-------------------
Title: PRESIDENT, CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
U.S. Restaurant Properties Master L.P.
Form 10-K/A
For Year Ended December 31, 1994
2.1 Amended and Restated Purchase and Sale Agreement dated as of February 3,
1986. (Incorporated by reference to Exhibit 10(a) to Amendment No. 2 to the
Registration Statement.)
3.1 The original Certificate of Limited Partnership of U.S. Restaurant
Properties Master L.P. (Incorporated by reference to Exhibit 4.3 to the
Registration Statement.) Amendments filed on July 1, 1994, November 7, 1994 and
November 30, 1994 are attached./*/
3.2 Second Amended and Restated Agreement of Limited Partnership of U.S.
Restaurant Properties Master L.P. dated as of March 17, 1995./*/
3.3 Certificate of Limited Partnership of U.S. Restaurant Properties Operating
L.P. (Incorporated by reference to Exhibit 4.4 to the Registrant Statement.)
Amendments filed on July 26, 1994 and November 30, 1994./*/
3.4 Second Amended and Restated Agreement of Limited Partnership of U.S.
Restaurant Properties Operating L.P. dated as of March 17, 1995./*/
4.1 Deposit Agreement and Form of Depositary Receipt and Application for
Transfer of Depositary Units. (Incorporated by reference to Exhibit 4.5 to
Amendment No. 3 to the Registration Statement.) First Amendment to Deposit
Agreement. (Incorporated by reference to Exhibit (4)A to Registrant's 8-K
Current Report dated September 30, 1987.)
10.1 Amendment No. 91 - Burger King Corporation Withdrawal as Special General
Partner and Name Change (Incorporated by reference to Exhibit 10.1 to the
Registrant's 10-Q Report for the period ended September 30, 1994.)
10.2 Consulting Agreement dated April 30, 1987. (Incorporated by reference to
Exhibit 10.2 to the Registrant's 10-K Annual Report for the year ended December
31, 1987.)
10.3 Option Agreement, dated as of March 24, 1995, between U.S. Restaurant
Properties Master L.P. and QSV Properties Inc. (p. 7)/**/
10.4 Agreement between BKC and Robert J. Stetson regarding sale of QSV
Properties Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant's
10-Q Report for the period ended June 30, 1994.)
10.5 Letter to change Registrar and Stock Transfer Agent. (Incorporated by
reference to Exhibit 10.2 to the Registrant's 10-Q Report for the period ended
September 30, 1994.)
13.1 Annual Report to Limited Partners for the year ended December 31, 1994
(only those portions specifically incorporated herein by reference shall be
deemed filed with the Commission)./*/
21.1 Subsidiaries of the Registrant./*/
__________________
/*/ Previously filed with the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1994.
/**/ This Exhibit 10.3 replaces the version of Exhibit 10.3 previously filed
with the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994.
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EXHIBIT 10.3
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 1.4, 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
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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.
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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.
[SIGNATURES ON NEXT PAGE]
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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
