================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
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 PROPERTIES 2
LIMITED PARTNERSHIP
(Name of Subject Company)
U.S. RESTAURANT PROPERTIES, INC.
(Bidder)
Limited Partnership Interests
(Title of Class of Securities)
255017105
(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
================================================================================
Transaction valuation* Amount of filing fee
- --------------------------------------------------------------------------------
$ 10,459,280 $2,093
================================================================================
|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: $2,093 Filing Party: U.S. Restaurant
Properties, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: March 27, 1998
================================================================================
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 23,140 Interests of the subject company for $452 per Interest
in cash.
- 1 -
<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 Properties 2 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.
- 2 -
<PAGE>
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
---------------------------------------
Robert J. Stetson
Chief Executive Officer and President
- 3 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Page Number
- -------- -------------- -------------
(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.
- 4 -
<PAGE>
EXHIBIT (a)(7)
TEXT OF PRESS RELEASE
U.S. RESTAURANT PROPERTIES, INC. EXTENDS EXPIRATION DATE FOR DIVALL INSURED
INCOME PROPERTIES 2 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 Properties 2
Limited Partnership at $452 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 222 limited partnership
interests have been tendered and not withdrawn to date in response to the tender
offer.
