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) March 31, 1997
U.S. RESTAURANT PROPERTIES MASTER L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9079 41-1541631
(STATE OF OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.)
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 March 31, 1997, U.S. Restaurant Properties Master L.P. (the "Registrant")
acquired six restaurant properties and one other rental property located in
Illinois and Indiana from RR Restaurants 1986-1. This transaction in combination
with other restaurant properties acquired between January 1, 1997 and March 31,
1997 (date of reportable event) are deemed significant in aggregate to the
Registrants total assets as previously reported on Form 10-K. The RR Restaurants
1986-1 transaction consists of two Pizza Hut(R) restaurant properties, one
Popeye's(R) restaurant property, three regional brand restaurant properties and
one other rental property. The acquisition was done pursuant to one purchase and
sales agreement. The purchase price equaled $3,884,262 in cash and other
capitalized costs of approximately $81,000. The selling entity was RR
Restaurants 1986-1, a California limited partnership. The Registrant used its
bank line of credit to fund this acquisition.
On March 19, 1997, the Registrant acquired one Old Chicago restaurant property
located in Minnesota from 2841 Partners, Inc. The acquisition was done pursuant
to one sales and purchase agreement. The purchase price equaled $895,000 in cash
and other capitalized costs of approximately $18,000. The selling entity was
2841 Partners, Inc., a Minnesota corporation. The Registrant used its bank line
of credit to fund this acquisition.
On March 17, 1997, the Registrant acquired 16 Bruegger's Bagel restaurant
properties located in New York, Minnesota, Iowa and North Carolina. These
restaurant properties are collectively referred to as the "Bruegger's"
transaction. The Bruegger's transaction was done pursuant to 12 contribution
agreements. The sellers to this transaction included 12 limited partnerships
which consist of Ben Abba Limited Partnership, a New York limited partnership,
West Taft Road Limited Partnership, a New York limited partnership, Learned
Bagels Limited Partnership, a New York limited partnership, Sunnymorning Limited
Partnership, a Vermont limited partnership, Congress Street Partners, LTD, a
Vermont limited partnership, Hawkeye Preservation Limited Partnership, a Iowa
limited partnership, Riverside Limited Partnership, a Iowa limited partnership,
Bull City Bank Building Limited Partnership, a North Carolina limited
partnership, 104 W. Franklin Limited Partnership, a North Carolina limited
partnership, Hillsboro Wolfpack Limited Partnership, a North Carolina limited
partnership, Norstar Real Estate Limited Partnership, a Minnesota limited
partnership and Twin Cities II Limited Partnership, a Minnesota limited
partnership. The purchase price for the Bruegger's transaction equaled
$10,790,750 in cash and 118,579 partnership units (valued at $28.00 per unit).
The other capitalized costs on this acquisition were approximately $344,000. The
partnership units are guaranteed to have a market value of $25.30 on the second
anniversary date of the closing. The partnership units market value on the
closing date equaled $28.00 per partnership unit. The Registrant used its bank
line of credit to fund the cash portion of the Bruegger's transaction.
On March 11, 1997, the Registrant acquired one Chi-Chi's restaurant property
located in Florida from Tulip Properties Limited. The acquisition was done
pursuant to one sales and purchase agreement. The purchase price equaled
$1,400,000 in cash and other capitalized costs of approximately $21,000. The
selling entity was Tulip Properties Limited, a California limited partnership.
The Registrant used its bank line of credit to fund this transaction.
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On February 27, 1997, the Registrant acquired two Schlotzsky's(R) restaurant
properties from Schlotzsky's Real Estate, Inc, a Texas corporation. The
acqusitions were done pursuant to two sale and purchase agreements. These
restaurant properties represent newly developed properties which do not have any
historical operations. The purchase price for these restaurant properties
equaled $1,660,828 in cash and other capitalized costs of approximately $20,000.
The Registrant used its bank line of credit to fund this acquisition.
In addition to the above acquisitions, five other properties (the "Other
Properties") were acquired in four different transactions during the period
January 1, 1997 through March 31, 1997. The properties were purchased for an
aggregate cash purchase price of approximately $1,612,000. These properties
consisted of two Pizza Hut restaurant properties, two Arby's(R) restaurant
properties and one Schlotzsky's restaurant property. The Registrant used funds
from operations and its bank line of credit to fund these transactions.
The Sellers 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, PROFORMA 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: April 14, 1997 U.S. RESTAURANT PROPERTIES MASTER L.P.
By: QSV PROPERTIES, INC.
its Managing General Partner
By: /S/
--------------------------------
Robert J. Stetson
President, Chief Executive Officer
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