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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. 3)
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: $1,651 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 12,500 Interests of the subject company for $660 per Interest
in cash.
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<PAGE>
This Amendment No. 3 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 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following text thereto:
On June 2, 1998, the Company issued a press release, a copy of
which is attached hereto as exhibit (a)(7) and 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)(7) Text of Press Release, dated June 2, 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: June 2, 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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EXHIBIT INDEX
Exhibit
Number Exhibit Name Page Number
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(a)(1)* Offer to Purchase dated March 27, 1998.
(a)(2)* Letter of Transmittal (including Guidelines
for Certification of Taxpayer Identification
Number on Substitute Form W-9).
(a)(3)* Form of Letter to Interest Holders.
(a)(4)* Form of Response Card.
(a)(5)* Form of Response Letter.
(a)(6)* Form of Letter to Interest Holders, dated
May 11, 1998.
(a)(7) Text of Press Release, dated June 2, 1998.
*Previously filed.
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<PAGE>
EXHIBIT (a)(7)
TEXT OF PRESS RELEASE
U.S. RESTAURANT PROPERTIES, INC. EXTENDS EXPIRATION DATE FOR DIVALL INSURED
INCOME FUND LIMITED PARTNERSHIP TENDER OFFER TO JUNE 8, 1998
U.S. Restaurant Properties, Inc. today announced the extension of the
tender offer commenced on March 27, 1998, to purchase a limited number of the
outstanding limited partnership interests of DiVall Insured Income Fund Limited
Partnership at $660 per interest. The offer and withdrawal rights will expire at
6:00 p.m., Dallas, Texas time on Monday, June 8, 1998, unless the tender offer
is further extended. Approximately 367 limited partnership interests have been
tendered and not withdrawn to date in response to the tender offer.
