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
December 22, 1997
(Date of report)
AMERICAN RESTAURANT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-9606 48-1037438
(Commission File Number) (I.R.S. Employer
Identification No.)
555 North Woodlawn, Suite 3102
Wichita, Kansas 67208
(Address of principal executive offices) (Zip-Code)
Registrant's telephone number, including area code (316) 684-5119
ITEM 5. OTHER EVENTS.
-------------
On December 22, 1997, the Securities and Exchange Commission issued
an order granting Registrant's application pursuant to Section 12(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to withdraw Registrant's Class A Units of the Limited
Partnership Interests ("Units") from listing and registration on the
American Stock Exchange.
Attached hereto as Exhibit 99 is a copy of a letter dated December
23, 1997, which Registrant mailed to record holders of Units in
which Registrant describes the limits on trading of Units that are
in effect as well as its qualified matching service program.
The withdrawal of the Units from listing and registration on the
American Stock Exchange does not affect Registrant's being required
to continue to file reports under and otherwise comply with the
provisions of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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The following exhibit is filed as a part of this report:
Exhibit No. Description
----------- -----------
99 Copy of letter dated December 23, 1997,
mailed by Registrant to record holders of
Units.
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 hereunto duly authorized.
AMERICAN RESTAURANT PARTNERS, L.P.
(Registrant)
By: RMC AMERICAN MANAGEMENT, INC.
Managing General Partner
Date: 1/6/98 By: /s/Hal W. McCoy
------- ------------------
Hal W. McCoy
President and
Chief Executive Officer
Exhibit 99.
American Restaurant Partners, L.P.
- -------------------------------------------------------------------
555 N. Woodlawn, Suite 3102
Wichita, KS 67208
316-684-5119
316-684-9780/Fax
December 23, 1997
TO OUR PARTNERS:
In order for American Restaurant Partners, L.P. ("ARP") to remain
being taxed as a partnership, ARP must limit the number of its
units that can be traded in a taxable year. The Internal Revenue
Service has outlined two options to permit some trading of units
without resulting in an adverse tax result to the Partnership and
its partners.
One option is to limit the trading of its units in a taxable year
to less than 5% of all interests in ARP not owned by the general
partners or their affiliates. This would allow the units to
continue to trade in the Pink Sheets up to a maximum of 5% of the
units (approximately 67,300 units) each taxable year. However,
under this option, we would not be able to offer a "qualified
matching service."
A second option allows the trading of units in a taxable year up to
a maximum of 10% of the units (approximately 134,600 units) each
taxable year. This option allows us to offer a "qualified matching
service" ; however it limits the number of units traded in the Pink
Sheets to 2% of the units (approximately 26,900 units) each taxable
year.
We believe it is in the best interests of the partners to select
the second option, based on the fact that it allows twice as many
units to trade as does option one.
QUALIFIED MATCHING SERVICE
- --------------------------
Beginning the first week of January, if you would like to buy or
sell units under the ARP qualified matching service you may give us
written notice at our office. Attached to this letter is a form
that you must use to provide us the written notice to sell units.
Any person desiring to purchase units must similarly notify us on
the additional form attached to this letter. The forms may be
mailed or faxed.
On the first day of each month, we will provide potential buyers
and sellers who have notified us with the information regarding the
offering of units for sale. In order to conform with the Treasury
Regulations, we must receive your written notice to sell or buy at
least 15 calendar days prior to the first of the month. For
example, in order for the information regarding your offer to sell
to be included in the February 1st notice to buyers, we must
receive your written notice by January 16. Per the Treasury
Regulations, potential buyers and sellers information must be
removed from the matching service within 120 calendar days after
receipt of the initial written notice requesting to be placed in
the matching service.
Once a buyer and a seller have been matched, we will act as a
clearinghouse for the transaction. There will be no fee charged by
ARP for this service. The closing may not occur prior to 30
calendar days after the 1st of the month when the notice to buyers
was made available. The buyer will send to us a certified check
payable to the seller and the seller will send us the certificates
and signed assignment form. Once we have received both the
certified check and the certificates and assignment form, we will
forward them to the respective parties.
If you have questions concerning the ARP qualified matching
service, you may call Investor Relations at (316) 684-5119.
NOTIFICATION OF OFFER TO SELL UNITS
Please accept this as written notification of my offer to sell the
following American Restaurant Partners, L.P. units:
(PRINT)
NAME ________________________________
________________________________
ADDRESS ________________________________
________________________________
________________________________
SOCIAL SECURITY NUMBER ________________________________
DAYTIME TELEPHONE ________________________________
# OF UNITS OFFERED FOR SALE __________________
ASKING PRICE (PER UNIT) __________________
I WOULD ACCEPT A PARTIAL
SALE OF THE UNITS:
YES ________
NO ________
SIGNATURE(S)
All joint owners must sign.
UNITHOLDER SIGNATURE ________________________________
UNITHOLDER SIGNATURE ________________________________
Mail to: Fax to:
American Restaurant Partners, L.P. American Restaurant Partners, L.P.
Matching Service Matching Service
555 N. Woodlawn, Suite 3102 (316) 684-9780
Wichita, KS 67208
Refer Questions to:
Investor Relations
(316)684-5119
NOTIFICATION OF OFFER TO BUY UNITS
Please accept this as written notification of my offer to buy
American Restaurant Partners, L.P. units:
(PRINT)
NAME ________________________________
________________________________
ADDRESS ________________________________
________________________________
________________________________
SOCIAL SECURITY NUMBER ________________________________
DAYTIME TELEPHONE ________________________________
# OF UNITS WANTING TO BUY __________________
PRICE (PER UNIT) __________________
OFFER GOOD THROUGH __________________
SIGNATURE(S)
All joint owners must sign.
UNITHOLDER SIGNATURE ________________________________
UNITHOLDER SIGNATURE ________________________________
Mail to: Fax to:
American Restaurant Partners, L.P. American Restaurant Partners, L.P.
Matching Service Matching Service
555 N. Woodlawn, Suite 3102 (316) 684-9780
Wichita, KS 67208
Refer Questions to:
Investor Relations
(316)684-5119
