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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
DIVALL INSURED INCOME FUND LIMITED PARTNERSHIP
(Name of Subject Company)
U.S. RESTAURANT PROPERTIES, INC.
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
255016107
(CUSIP Number of Class of Securities)
ROBERT J. STETSON
U.S. RESTAURANT PROPERTIES, INC.
5310 HARVEST HILL ROAD
SUITE 270
DALLAS, TEXAS 75230
(972) 387-1487
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
COPIES TO:
KENNETH L. BETTS
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
SUITE 5400
DALLAS, TEXAS 75270
(214) 745-5400
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
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$ 8,250,000 $1,651
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|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,438 Filing Party: U.S. Restaurant
Properties, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: March 27, 1998
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*For purposes of calculating the filing fee only. This amount assumes the
purchase of 23,140 Interests of the subject company for $660 per Interest
in cash.
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1"), originally filed with the Securities and Exchange
Commission (the "Commission") on March 27, 1998, relates to the offer by U.S.
Restaurant Properties, Inc., a Maryland corporation (the "Bidder"), to purchase
up to 49.9% of the limited partnership interests (the "Interests"), of Divall
Insured Income Fund Limited Partnership, a Wisconsin limited partnership (the
"Partnership"), upon the terms and subject to the conditions set forth in the
Bidder's Offer to Purchase dated March 27, 1998 (the "Offer to Purchase") and in
the related Letter of Transmittal (which, as amended from time to time, together
with the Offer to Purchase, constitutes the "Offer"), copies of which were
attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) respectively.
ITEM 1. SECURITY AND SUBJECT COMPANY
Item 1(b) is hereby amended to read in its entirety as follows:
(b) This Statement relates to the offer by U.S. Restaurant Properties,
Inc., a Maryland corporation ("Bidder"), to purchase a limited number of the
limited partnership interests (the "Interests"), of the Partnership at $660 per
Interest, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal (collectively referred to as the "Offer").
Information concerning the number of Interests outstanding is set forth in the
introduction to the Offer to Purchase (the "Introduction") and is incorporated
herein by reference.
Item 1(c) is hereby amended to add the following sentence:
The information set forth in Exhibit (a)(6) to the Offer to Purchase is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(6) Form of Letter to Interest Holders, dated May 11, 1998.
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SIGNATURE
After due 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: May 11, 1998
U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Robert J. Stetson
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Robert J. Stetson
Chief Executive Officer and President
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<PAGE>
EXHIBIT (a)(6)
FORM OF LETTER TO INTEREST HOLDERS
May 11, 1998
Re: DiVall Insured Income Fund L.P. (the "Partnership")
Offer of U.S. Restaurant Properties, Inc.
Dear Limited Partner:
As you are aware, U.S. Restaurant Properties, Inc. (the "Company") has
made a public tender offer to purchase your limited partnership interests (the
"Interests") for $575 per Interest. As we have previously explained to you, in
our initial meetings with the general partner of the Partnership, the Provo
Group (the "General Partner"), the General Partner indicated no interest in
negotiating a sale of the Partnership's properties. Additionally, our tender
offer was initially based upon financial information of the Partnership filed
with the Securities and Exchange Commission (the "SEC") as of September 30,
1997. This information did not contain property valuation information.
Subsequent to the initiation of our tender offer, the Partnership has
filed its financial information for the fiscal year ended December 31, 1997 with
the SEC and property valuation information contained in the Valuation Associates
appraisal has been made available through communications from the General
Partner to each of the Limited Partners. Based upon this new information, we
hereby increase our offer to $660 per Interest.
Additionally, according to the terms of the Offer to Purchase which you
have previously received, the purchase price per Interest payable in the tender
offer would be reduced to the extent of any cash or non-cash distributions
declared on or after March 27, 1998 with respect to the Interests. This
provision was not intended to include the regular quarterly "operating income"
distribution of $17 per Interest which the General Partner has projected to pay
on May 15, 1998. To the extent such "operating income" distribution is paid
prior to the transfer of your tendered Interests, you will be entitled to retain
that distribution.
Limited Partners now have the opportunity to receive $660 per Interest,
which is $60 more than the next highest current offer of which the Company is
aware. Unlike the course of action proposed by the General Partner in its
correspondence to you dated April 23, 1998, our offer for the Interests is not
contingent on (i) whether the Partnership is successful at finding a bidder for
the properties at the prices being discussed, (ii) obtaining the consent of a
majority of the Limited Partners, or (iii) any financing contingencies typically
associated with property sales. Limited Partners who have already tendered
Interests according to our original offer will automatically be included in the
offer at $660 per Interest. You may still use the BLUE Letter of Transmittal we
previously sent to you in order to tender your Interests. The tender offer will
remain open until June 2, 1998.
As a result of the consummation of the Offer, the Company may be in a
position to influence any partnership decisions on which Limited Partners may
vote. The Company will vote
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any Interests acquired in the Offer in its own interest, which may be different
from or in conflict with the interests of the remaining Interest Holders.
Should you have any questions or concerns regarding this offer, please
feel free to give us a call at (800) 449-8435 and speak with Bob Coleman.
Sincerely,
/s/ Robert J. Stetson
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Robert J. Stetson, President & CEO
U.S. Restaurant Properties, Inc.
