UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 25, 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 (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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U.S. RESTAURANT PROPERTIES MASTER L.P.
Explanatory Note............................................................. 3
Item 7. Financial Statements, Pro Forma Information and Exhibits............. 3
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EXPLANATORY NOTE
U.S. Restaurant Properties Master L.P., a Delaware limited partnership (the
"Partnership") hereby admends its Form 8-K dated July 25, 1997 as filed with the
Securities and Exchange Commission on October 15, 1997 as follows:
The Partnership hereby submits the consents of Deloitte & Touche LLP, Schechter
Dokken Kanter Andrews & Selcer Ltd, and Brady Martz & Associates, P.C. as
exhibits to the Form 8-K dated July 25, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements (Previously reported on Form 8-K)
b) Pro Forma Financial Information (Previously reported on Form 8-K)
c) Exhibits
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schechter Dokken Kanter Andrews & Selcer Ltd
23.3 Consent of Brady Martz & Associates, P.C.
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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: October 27, 1997 U.S. RESTAURANT PROPERTIES MASTER L.P.
By: QSV PROPERTIES, INC.
its Managing General Partner
By: /s/ Robert J. Stetson
__________________________________
Robert J. Stetson
President, Chief Executive Officer
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No.333-34263 of U.S. Restaurant Properties, Inc. on Form S-3 of our report dated
October 10, 1997 with respect to the statement of revenues and certain expenses
of TW South, Inc. El Chico #209 for the period January 16, 1996 (inception)
through December 31, 1996, our report dated October 7, 1997 with respect to the
statement of revenues and certain expenses of the Property Sold to U.S.
Restaurant Properties Master L.P. by 500 Park Avenue Realty Corporation for the
year ended December 31, 1996, our report dated October 13, 1997 with respect to
the combined statement of revenues and certain expenses of Selected Properties
Sold to U.S. Restaurant Properties Master L.P. (Checkers Acquisition) for the
year ended July 31, 1997, our report dated October 13, 1997 with respect to the
combined statement of revenues and certain expenses of Properties Sold to U.S.
Restaurant Properties Master L.P. by Jackson-Shaw Partners, No. 51, Ltd. for the
year ended December 31, 1996 and our report dated October 14, 1997 with respect
to the combined statement of revenues and certain expenses of Selected
Properties Sold to U.S. Restaurant Properties Master L.P. (Harrigan's
Acquisition) for the year ended June 30, 1997, appearing in the Current Report
on Form 8-K of U.S. Restaurant Properties Master L.P.; and to the reference to
us under the heading "Experts" in the Prospectus, which is part of the
Registration Statement.
DELOITTE & TOUCHE LLP
Dallas, Texas
October 27, 1997
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-34263 of U.S. Restaurant Properties, Inc. on Form S-3 of our report dated
August 19, 1997, on our audit of the Statement of Revenues and Direct Operating
Expenses Applicable to the Acquisition of Ten Properties of Embers Corporations
by U.S. Restaurant Properties Master L.P. for the year ended June 30, 1997
appearing in the Current Report on Form 8-K of U.S. Restaurant Properties Master
L.P.; and to the reference to us under the heading "Experts" in the Prospectus,
which is part of the Registration Statement.
Schechter Dokken Kanter
Andrews & Selcer Ltd
Minneapolis, Minnesota
October 24, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No.
333-34263 of U.S. Restaurant Properties, Inc. on Form S-3 of our report dated
October 10, 1997, with respect to the Statement of Revenues and Certain Expenses
for the year ended December 31, 1996, applicable to the Belfield, North Dakota
property of Superpumper, Inc. acquired by U.S. Restaurant Properties Master L.P.
We also consent to the reference to our firm under the caption "Experts".
BRADY, MARTZ & ASSOCIATES, P.C.
October 27, 1997
