As filed with the Securities and Exchange Commission on September 20, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRANCHISE FINANCE CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 86-0736091
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17207 North Perimeter Drive
Scottsdale, Arizona 85255
(602) 585-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Morton Fleischer
President and Chief Executive Officer
Franchise Finance Corporation of America
17207 North Perimeter Drive
Scottsdale, Arizona 85255
(602) 585-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies sent to:
Paul E. Belitz, Esq.
Kutak Rock
717 17th Street, Suite 2900
Denver, Colorado 80202
Approximate date of commencement of the proposed sale to the public: From time
to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to to be price offering registration
be registered registered per share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value........... 2,000,000 Shares $21.875 $43,750,000 $15,087.00
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Registrant's Common Stock on
September 19, 1995.
</TABLE>
<PAGE>
F F C A
Dear Shareholder:
Franchise Finance Corporation of America ("FFCA" or the "Company") is
pleased to offer you the opportunity to participate in its Dividend Reinvestment
Plan (the "Plan"). ALL SHAREHOLDERS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE
PLAN OFFERS YOU A SIMPLE, CONVENIENT AND ECONOMICAL WAY TO AUTOMATICALLY
PURCHASE ADDITIONAL SHARES OF FFCA COMMON STOCK WITHOUT PAYMENT OF BROKERAGE
COMMISSIONS, SERVICE CHARGES OR OTHER EXPENSES. THE PRICE TO BE PAID FOR COMMON
STOCK PURCHASED BY THE AGENT FROM THE COMPANY WILL REFLECT A DISCOUNT OF 2% FROM
THE ORIGINAL ISSUE PRICE (AS DEFINED IN THE PLAN).
FFCA created the Plan as a convenience for our shareholders and,
because your participation is completely voluntary, you may join or withdraw at
any time.
The Plan is administered by FFCA's transfer agent, Gemisys Transfer
Agents, 7103 South Revere Parkway, Englewood, CO 80112. If you are a record
holder of FFCA Common Stock and would like to participate in the Plan, please
complete the enclosed Authorization Card and mail it to Gemisys Transfer Agents
at the address given on the reverse side of the Authorization Card. If your
shares in FFCA are held by a broker or nominee, please ask your broker or
nominee to enroll you in the Plan.
The enclosed Prospectus contains details of the Plan. We suggest that
you read it and retain it for future reference. If you should have any questions
about the features of the Plan, please call (800) 955-9072. We invite you to
join this program and welcome your participation.
Morton Fleischer
President and Chief Executive
Officer
<PAGE>
F F C A
FRANCHISE FINANCE CORPORATION OF AMERICA
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DIVIDEND REINVESTMENT PLAN
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2,000,000 SHARES OF COMMON STOCK
The Dividend Reinvestment Plan (the "Plan") of Franchise Finance
Corporation of America ("FFCA" or the "Company") provides owners of the
Company's shares of common stock, $0.01 par value per share (the "Common
Stock"), with a simple, convenient and economical method of investing in
additional Common Stock without payment of any brokerage commission, service
charges or other expenses. All shareholders are eligible to join the Plan,
including shareholders whose Common Stock is held in the name of a nominee or
broker.
SHAREHOLDERS OF RECORD MAY BEGIN PARTICIPATING IN THE PLAN BY
COMPLETING AN AUTHORIZATION CARD AND RETURNING IT TO GEMISYS TRANSFER AGENTS, OR
ANY SUCCESSOR BANK OR TRUST COMPANY AS MAY FROM TIME TO TIME BE DESIGNATED BY
THE COMPANY (THE "AGENT"). SHAREHOLDERS WHOSE COMMON STOCK IS HELD IN THE NAME
OF A NOMINEE OR BROKER SHOULD CONTACT THAT NOMINEE OR BROKER ABOUT ENROLLING IN
THE PLAN. PARTICIPATION IN THE PLAN IS STRICTLY VOLUNTARY. SHAREHOLDERS WHO DO
NOT WISH TO PARTICIPATE IN THE PLAN NEED NOT TAKE ANY ACTION AND WILL CONTINUE
TO RECEIVE THEIR CASH DIVIDENDS, IF, AS AND WHEN DECLARED, AS USUAL.
Participants in the Plan may purchase additional shares of Common Stock
by having the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested in additional shares of Common Stock.
Under the Plan, the Agent will purchase Common Stock for the accounts
of participants in the Plan from one of three sources: (i) the Company (which
Common Stock will be newly issued); (ii) the open market; or (iii) in negotiated
transactions with third parties. The Company will determine, in its sole
discretion, from which of these sources the Agent will purchase the Common
Stock.
The price to be paid for Common Stock purchased by the Agent from the
Company will reflect a discount of 2% from the average of the high and low sales
prices for such shares (the "Original Issue Price") on the Applicable
Reinvestment Date(s) (as defined in Question 10). The price to be paid for
Common Stock purchased by the Agent on the open market, or in negotiated
transactions with third parties, will be the weighted average price paid by the
Agent for all shares purchased by it for participants in the Plan on the
Applicable Reinvestment Date(s) (the "Market Price"). The Company will receive
the proceeds of the sale of newly issued Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 20, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, NW,
Washington, D.C. 20549, and at the Regional Offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 75 Park
Place, New York, New York 10007. Copies of such material may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, NW,
Washington, D.C. 20549 at prescribed rates. In addition, the Common Stock is
listed on the New York Stock Exchange and similar information concerning the
Company can be inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference in this Prospectus (not
including exhibits to the documents that have been incorporated herein by
reference unless the exhibits are themselves specifically incorporated by
reference). Such written or oral request should be directed to Shareholder
Services at FFCA, 17207 North Perimeter Drive, Scottsdale, Arizona 85255,
telephone number (602) 585-4500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) Quarterly Report on Form 10-Q dated March 31, 1995;
(c) Quarterly Report on Form 10-Q dated June 30, 1995; and
(d) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed June 28, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus from the date of the filing of such reports and
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded to the extent that a statement contained in this Prospectus or in any
document filed after the date of this Prospectus which is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY
Franchise Finance Corporation of America, a Delaware corporation
("FFCA" or the "Company"), is a fully integrated and self-administered real
estate investment trust ("REIT") which invests in chain restaurant real estate
properties primarily through sale/leaseback or participating mortgage loan
financing transactions. The Company's portfolio of properties is diversified by
tenant, restaurant concept and geographic location. The Company's common stock
trades on the New York Stock Exchange under the symbol "FFA." The Company has
elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended. The Company's corporate offices are located at 17207 North Perimeter
Drive, Scottsdale, Arizona 85255 and its telephone number is (602) 585-4500.
THE PLAN
The following question and answer statements constitute the full
provisions of the Dividend Reinvestment Plan (the "Plan") of FFCA.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers shareholders of record ("Shareholders") of the
Company's $.01 par value common stock ("Common Stock") and shareholders whose
Common Stock is held in the name of a nominee or broker, a simple, convenient
and economical method of increasing their ownership of Common Stock. Once a
shareholder is enrolled in the Plan (hereinafter a "Participant"), reinvested
cash dividends will be used to purchase additional shares of Common Stock on the
Applicable Reinvestment Date(s) (as explained in Question 10). The dividends
paid on those additional shares will also be reinvested to purchase additional
shares of Common Stock in future quarters. The Common Stock ordinarily will be
purchased directly from the Company; however, from time to time the Company may
direct Gemisys Transfer Agents (the "Agent," see Question 3 for more detail) to
purchase shares under the Plan on the open market, or in negotiated transactions
with third parties. The Company will determine, in its sole discretion, from
which of these sources the Agent will purchase the Common Stock. To the extent
that such shares are purchased from the Company, the Plan has the added benefit
of providing the Company with additional funds which will be used for investment
in chain restaurant real estate properties or for other general corporate
purposes.
ADVANTAGES TO PARTICIPANTS
2.a. WHAT ARE THE ADVANTAGES OF THE PLAN?
o Participants have a simple, convenient, and
economical method of increasing their ownership of
FFCA's Common Stock through automatic dividend
reinvestment.
o Participants' accounts will be credited with both
full and fractional shares, carried out to four
decimal places.
o The Company will pay brokerage commission, if any,
service charges and other expenses for purchases of
FFCA's Common Stock through the Plan.
o The dividends paid on the full and fractional shares
that have accumulated in Shareholders' accounts are
automatically reinvested in additional whole or
fractional shares of FFCA's Common Stock.
o Record maintenance is simplified for Shareholders
through an account statement mailed to them by
Gemisys Transfer Agents (hereinafter the "Agent")
following each purchase for their account.
Shareholders whose common stock is held in the name
of a nominee or broker will continue to receive
statements from such broker or nominee.
o The Agent will hold shares of Common Stock in
book-entry form, which will simplify recordkeeping
for Shareholders.
2.b. WHAT ARE THE POSSIBLE DISADVANTAGES OF THE PLAN?
o Since investment prices are determined as of
specified dates (See Question 10), a Participant
loses any advantage which might otherwise be
available from being able to select more precisely
the timing of the Participant's investment.
The price of shares of Common Stock purchased under the Plan from the
Company will reflect a 2% discount from the average of the high and low sales
prices for such shares on the New York Stock Exchange carried to four decimal
places (the "Original Issue Price") on the Applicable Reinvestment Date(s) (as
defined in Question 10). For open market purchases, or negotiated transactions
with third parties, the purchase price will be the weighted average price,
carried to four decimal places, paid by the Agent for all shares purchased by it
for Participants in the Plan with the proceeds of cash dividends (the "Market
Price"). The Company will pay brokerage commissions, if any, service charges or
other expenses in connection with purchases under the Plan.
ADMINISTRATION
3. WHO WILL ADMINISTER THE PLAN?
Gemisys Transfer Agents will administer the Plan and serve as agent for
the Shareholders (the "Agent"), performing such functions as keeping a
continuing record of Shareholders' accounts, purchasing all shares for the
Shareholders, advising them of purchases and performing other duties related to
the Plan. The Common Stock purchased for the accounts of the Shareholders will
be held by the Agent as custodian for Shareholders in the Plan. If the Agent
ceases to serve as agent and custodian, its successor will be designated by the
Company.
All Shareholder communications regarding the Plan should be with the
Agent at:
Gemisys Transfer Agents
7103 South Revere Parkway
Englewood, CO 80112
Telephone: (800) 955-9072
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of Common Stock are eligible to participate in the
Plan. An owner of Common Stock whose shares are registered in a name other than
his or her own (for example, in the name of a broker, bank nominee or trustee)
must either arrange for the holder of record to join the Plan, or have the
shares they wish to enroll in the Plan transferred to their own names with the
Agent.
5. HOW DO SHAREHOLDERS PARTICIPATE?
An eligible Shareholder may join the Plan at any time by completing an
Authorization Card and returning it to the Agent. Authorization Cards have been
furnished with this Prospectus to all Shareholders whose addresses were known by
the Agent. Additional Authorization Cards may be obtained at any time by written
request to the Agent or by telephoning the Agent, as shown in the response to
Question 3 above.
If shares are registered in the name of a nominee or broker, the
beneficial owner(s) must have the nominee or broker enroll them in the Plan.
Once enrolled in the Plan, Participants will continue to be enrolled
without further action on their part. Shareholders may change their investment
options at any time by completing, signing and returning to the Agent a new
Authorization Card. If shares are registered in more than one name (e.g., joint
tenants, trustees, etc.), all registered owners must sign the Authorization Card
exactly as their names appear on the account registration.
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A shareholder may join the Plan at any time.
If the Agent receives a properly completed Authorization Card from a
Shareholder for dividend reinvestment on or before the record date for the
payment of the next quarterly cash dividend, then the dividend will be used to
purchase additional shares of Common Stock on the next Applicable Reinvestment
Date(s). If such Authorization Card is received after the record date for the
next quarterly cash dividend, dividend reinvestment will start with the payment
of the next following quarterly cash dividend. Dividends are currently paid on
or about the 20th of February, May, August and November. The record dates are
currently on or about the 10th of February, May, August, and November.
7. WHAT DOES THE AUTHORIZATION CARD SAY ABOUT DIVIDENDS?
The Authorization Card allows each Shareholder to decide the extent to
which he or she wishes to participate in the Plan through the following
investment options:
(a) Full Dividend Reinvestment directs the Agent to invest in
accordance with the Plan all of the Shareholder's cash dividends on all
shares of Common Stock in the Shareholder's name at the time the
Authorization Card is received by the Agent. Common Stock purchased by
the Shareholder (other than the Common Stock purchased for the
Shareholder's Plan account by the Plan) after the Authorization Card is
received by the Agent will not be included in the Plan unless the
Shareholder signs a new Authorization Card as provided in Question 8
below; or
(b) Partial Dividend Reinvestment directs the Agent to invest
in accordance with the Plan the cash dividends on only that number of
shares of Common Stock registered in the Shareholder's name which are
designated in the appropriate space on the Authorization Card.
You may select either of the reinvestment options. If you elect to
reinvest dividends on only a part of your record shares, you should indicate the
number of shares to be included in the Plan in the blank on the Authorization
Card. Unless otherwise indicated on the Authorization Card, dividends on all
shares of Common Stock registered in your name at the time the Authorization
Card is received by the Agent, will be reinvested. In all cases, cash dividends
on all of the Common Stock held in your Plan account and any Common Stock
purchased by the Plan and credited to your Plan account will be automatically
reinvested in accordance with the Plan.
8. HOW MAY PARTICIPANTS CHANGE THEIR INVESTMENT OPTIONS?
A Shareholder may change his or her investment option at any time by
signing a new Authorization Card and returning it to the Agent. A change in
investment option will be effective on the next Applicable Reinvestment Date if
the Authorization Card is received by the Agent on or before the related
dividend record date. If the Authorization Card is received by the Agent after
the related dividend record date, the change will be effective on the Applicable
Reinvestment Date(s) for the following quarter.
Participants whose Common Stock is held in the name of a nominee or
broker should consult with that nominee or broker regarding any changes.
PURCHASES
9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased will depend on the amount of a
Participant's reinvested cash dividend and the purchase price of the shares.
Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
reinvested divided by the purchase price.
10. WHAT IS THE PRICE OF THE SHARES PURCHASED UNDER THE PLAN?
When the Agent purchases shares of Common Stock from the Company, the
price per share of Common Stock purchased by the Participants on the Applicable
Reinvestment Date will be the average of the high and low sales prices for the
Common Stock on the New York Stock Exchange on the Applicable Reinvestment Date
less a 2% discount (the "Original Issue Price"). In each case, the price will be
calculated to four decimal places. The Company will pay service charges or other
expenses.
If the Company, at its option, directs the Agent to purchase part or
all of the Common Stock in the open market, or in negotiated transactions with
third parties, instead of from the Company, the price per share to Participants
will be based on the weighted average price, carried to four decimal places,
paid by the Agent for all shares purchased by it for Participants in the Plan
with the proceeds of cash dividends being reinvested on the Applicable
Reinvestment Date(s) (the "Market Price"). The Company will pay any brokerage
commissions, service charges or other expenses.
Purchases of shares from the Company will be made by the Agent
effective as of the close of business on the applicable quarterly dividend
payment date (See Question 6); purchases of Common Stock on the open market, or
in negotiated transactions with third parties, will be made by the Agent on, or
as soon as reasonably practicable (and in no event later than 30 days) after,
the applicable quarterly dividend payment date (in summary, the "Applicable
Reinvestment Date(s)"). Such purchases shall be subject to all applicable
federal securities laws and regulations and stock exchange rules and
regulations. All open market purchases shall be made on such terms as to price,
delivery or otherwise as the Agent may reasonably determine, and may be made
through a brokerage firm affiliated with the Agent. Participants' dividend and
voting rights with respect to their Plan Common Stock will commence upon
settlement of the Agent's purchases under the Plan.
IT SHOULD BE RECOGNIZED THAT, SINCE INVESTMENT PRICES ARE DETERMINED AS
OF SPECIFIED DATES, A PARTICIPANT LOSES ANY ADVANTAGE WHICH MIGHT OTHERWISE BE
AVAILABLE FROM BEING ABLE TO SELECT MORE PRECISELY THE TIMING OF THE
PARTICIPANT'S INVESTMENT.
11. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
The Company will pay all administrative costs of the Plan. Shareholders
will pay no brokerage commissions, service charges or other expenses under the
Plan in connection with purchases under the Plan. When shares are sold by the
Agent, through a member of the National Association of Securities Dealers, Inc.,
for a Shareholder, however, the Shareholder will be responsible for any
brokerage commissions or service charges incurred on the sale of shares.
If a Participant's shares are registered in the name of a nominee or
broker, however, such nominee or broker may charge a fee for both shares
purchased in the open market and original issue shares. Any such fees will be
the responsibility of the Participant.
REPORTS TO PARTICIPANTS
12. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each Shareholder will receive a statement of account each quarter from
the Agent showing the total dividend payment, the amounts invested, the purchase
price per share, the number of shares purchased, the number of shares in the
Shareholder's account and other information for that quarter. These statements
are a record of the cost of purchases under the Plan and should be retained for
tax purposes. The statements will be mailed as soon as practicable after each
quarterly dividend payment date. Shareholders will also receive written notice
of any changes in the Plan.
Beneficial owners will receive statements from their broker or nominee.
In addition, each Participant will receive all communications sent to
every holder of Common Stock, including the Company's annual and quarterly
reports to shareholders, notices of meetings of shareholders, the proxy
statement and proxies.
13. WILL CERTIFICATES BE ISSUED FOR THE COMMON STOCK PURCHASED FOR THE
SHAREHOLDERS IN THE PLAN?
A Shareholder who has purchased Common Stock under the Plan may obtain
certificates for all or some of those shares at any time by sending a written
request to that effect to the Agent. Requests for certificates shall be handled
without charge to Shareholders. The written request for a Certificate should be
mailed to the Agent, as shown in the response to Question 3, above. After such a
delivery of certificates, a Shareholder will continue to participate in the Plan
with shares represented by such certificates until such time as the shares are
sold or otherwise transferred or until the Shareholder terminates participation
in the Plan.
NO CERTIFICATES WILL BE ISSUED FOR FRACTIONAL SHARES. The Company
reserves the right at any time to issue certificates to Shareholders for any
shares in the Plan. The Company, in its discretion, may terminate any account
which contains only a fraction of a share, by paying the Shareholder the dollar
value of such fractional share. (See Questions 14 - 16 for information on
withdrawal from the Plan).
Common Stock credited to a Shareholder's Plan account may not be
pledged as collateral, and any such pledge shall be void. A Shareholder who
wishes to pledge Common Stock must request that certificates for such Common
Stock be issued in his or her name, or purchase shares in his or her name.
Pledged, certificated shares registered in the name of a Shareholder, will
remain in the Plan.
WITHDRAWAL
14. HOW DOES A SHAREHOLDER WITHDRAW FROM THE PLAN?
A Shareholder may withdraw from the Plan by sending a written request
to withdraw to the Agent. When a Shareholder withdraws from the Plan, the
Shareholder has two options: A Shareholder may elect (a) to receive a
certificate for all of the whole shares credited to the Shareholder's Plan
account and receive a cash payment for any fraction of a share, or (b) to have
the Agent, through a member of the National Association of Securities Dealers,
Inc., sell all of the Shareholder's Plan shares and receive a check for the
proceeds less any related brokerage commissions, service charges or other
expenses. In order to take advantage of economies inherent in bulk sales, sales
of whole and fractional shares will be accumulated; sales transactions will,
however, normally occur at least every 30 days. Cash payments for whole and
fractional shares will be based on the actual sales price of the shares on the
sale date(s). IT SHOULD BE RECOGNIZED THAT IF THE SHAREHOLDER ELECTS TO HAVE THE
AGENT SELL HIS OR HER STOCK, THE SHAREHOLDER LOSES ANY ADVANTAGE WHICH MIGHT
OTHERWISE BE AVAILABLE FROM BEING ABLE TO SELECT MORE PRECISELY THE TIMING OF
THE SALE OF HIS OR HER SHARES. No check for the proceeds of such sale will be
mailed prior to the settlement of funds from the brokerage firm through which
shares in the Plan are sold.
15. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN?
A Shareholder may withdraw from the Plan at any time, upon written
notification to the Agent.
Participants whose Common Stock is held in the name of a broker or
nominee should consult with that broker or nominee regarding withdrawal from the
Plan.
If a Shareholder's request to withdraw is received by the Agent on or
before the record date for the next quarterly dividend payment date, the
dividend paid on such quarterly dividend payment date will be sent to the
Participant.
If a Shareholder's request to withdraw is received by the Agent after
the record date, the dividend paid on the quarterly dividend payment date will
be used to purchase shares under the Plan.
After the quarterly dividend payment date, the Shareholder will
receive, depending upon his or her election in the request to withdraw, a
certificate for the whole shares in his or her Plan account and a check for any
fractional share, or a check for the proceeds of all of his or her shares, whole
or fractional, credited to his or her Plan account less any related brokerage
commissions, service charges or other expenses. All subsequent dividends will be
sent to the Shareholder unless he or she re-enrolls in the Plan.
Death of a Shareholder will not constitute termination of participation
in or withdrawal from the Plan. To terminate participation and withdraw from the
Plan on behalf of the estate of a deceased Shareholder, the Agent must receive
written notice of the death, accompanied by payment instructions and evidence
satisfactory to the Agent of the authority of the person communicating with the
Agent to act on behalf of such estate.
16. WHEN MAY FORMER PARTICIPANTS RE-ENROLL IN THE PLAN?
Generally, a former Participant may re-enroll at any time. However, the
Company reserves the right to reject any Authorization Card from a previous
Participant on grounds of excessive joining and termination. Such reservation is
intended to minimize unnecessary administrative expense and to encourage use of
the Plan as a long-term investment service.
OTHER INFORMATION
17. WHAT HAPPENS TO THE PARTICIPANT'S PLAN ACCOUNT IF THE COMPANY ISSUES A
STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends (i.e., dividends received in the form of stock
rather than cash) or split shares distributed by the Company on Common Stock
held in the Plan for a Participant will be credited to the Shareholder's Plan
account or to the Participant's broker or nominee account, if so held.
18. HOW WILL PARTICIPANT'S COMMON STOCK BE VOTED AT MEETINGS OF
SHAREHOLDERS?
For each meeting of shareholders, Participants will receive proxies
which will enable them to vote shares of Common Stock credited to their Plan
accounts. The Participants may vote all of their shares of Common Stock in
person or by proxy.
19. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Plan is intended to continue indefinitely, the Company
reserves the right to suspend, modify or terminate the Plan at any time. Notice
of any such suspension, material modification or termination of the Plan will be
sent to all Participants. Termination of the Plan will have the same effect and
be accomplished as to each Participant in the same manner as if the Participant
had completely withdrawn from participation in the Plan.
20. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan as it
deems desirable or necessary. Neither the Company nor the Agent, in
administering the Plan, will be liable for any act done in good faith or for any
omission to act in good faith, including, without limitation, any act giving
rise to a claim of liability arising from: (a) failure to terminate a
Shareholder's account upon such Shareholder's death prior to the receipt of
written notice of such death as set forth in the response to Question 15; (b)
the times and prices at which shares are purchased or sold for a Participant's
account; or (c) fluctuations in the market price of the Company's Common Stock.
A PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT
CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE COMMON STOCK PURCHASED
UNDER THE PLAN.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for
federal income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Common Stock
pursuant to the Plan. The full amount of cash dividends reinvested
under the Plan plus the 2% purchase discount on such reinvested
dividends represent dividend income to Participants. In addition, the
amount of any brokerage commissions incurred by the Company on behalf
of a Participant in connection with purchases on the open market will
also constitute a dividend to such Participant for federal income tax
purposes. While the matter is not free from doubt, the Company intends
to take the position that administrative expenses of the Plan paid by
the Company are not constructive distributions to Participants. The
full amount of the dividends described above (i.e., the cash dividends
reinvested, plus the discount, plus any brokerage commissions) will be
taxable income to the extent of the Company's current and accumulated
earnings and profits, and the excess will be a return of capital which
reduces the basis of the Participant's shares of stock in the Company
or results in gain to the extent it exceeds such stock basis. A Form
1099-DIV will be mailed to Participants following year-end, which will
show total dividend income, the amount of any return of capital
distribution and the amount of any capital gain.
(b) Example: FFCA makes a quarterly dividend distribution
which would amount to $100 if the shareholder received it in cash. The
shareholder, however, is a Participant in the Plan and the Company
elects to sell original issue Common Stock to dividend reinvestment
Participants. The average of the high and low prices for the Common
Stock on the NYSE on the Applicable Reinvestment Date is $20. The $100
dividend is reinvested for the Participant in Common Stock at $19.60
per share (98% of $20), with 5.1020 shares ($100 divided by $19.60)
being credited to the Participant's account. The fair market value of
these 5.1020 shares is $20 each, or $102.04. For federal income tax
purposes, FFCA is deemed to have distributed to the Participant and the
Participant to have received $102.04. This amount will be the tax basis
for the 5.1020 shares of Common Stock. If the full amount of the
distribution paid by FFCA is a distribution of the current or
accumulated earnings and profits of the Company, then the Participant
is deemed to have a taxable dividend of $102.04.
(c) Dividends paid to corporate shareholders, including
amounts taxable as dividends to corporate Participants under (a) above,
will not be eligible for the corporate dividends-received deduction
under the Code.
(d) A Participant's tax basis in additional shares of Common
Stock acquired under the Plan with reinvested dividends will be equal
to the full amount treated as a dividend for federal income tax
purposes. The Participant's holding period for shares of Common Stock
acquired with reinvested dividends will commence on the day after the
Applicable Reinvestment Date.
(e) A Participant will not realize any taxable income upon the
receipt of a certificate for full shares credited to the Participant's
account. A Participant will recognize gain or loss when a fractional
share interest is liquidated or when the Participant sells or exchanges
shares received from the Plan. Such gain or loss will equal the
difference between the amount which the Participant receives for such
fractional share interest or such shares and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding
of federal or state income tax, dividends will be reinvested less the amount of
tax required to be withheld.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS FOR MORE
SPECIFIC INFORMATION, PARTICULARLY SINCE INTERPRETATIONS AND LAWS, REGULATIONS
AND RULINGS MAY CHANGE OVER TIME.
22. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO UNITED
STATES INCOME TAX WITHHOLDING?
In the case of foreign Shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Agent will invest in shares of Common Stock an amount equal to
the dividends of such foreign Shareholders less the amount of tax required to be
withheld. The quarterly statements confirming purchases made by the Agent for
such foreign Shareholders will indicate the net dividend payment invested and
the amount of tax withheld.
23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN BY AN IRA, KEOGH PLAN, 401 (K) PLAN, SIMPLIFIED PENSION ACCOUNT OR ANY
CORPORATE EMPLOYER-SPONSORED RETIREMENT PLAN?
The tax consequences of participation in the Plan by retirement plans
differ from those outlined above for individuals. Since the law and regulations
regarding the federal income tax consequences of retirement plan participation
are complex and subject to change, those considering such participation should
consult with their own retirement plan trustees, custodians or tax advisors for
specific information.
24. WHAT HAPPENS IF REINVESTMENT OF A PARTICIPANT'S DIVIDENDS WOULD CAUSE
THE PARTICIPANT OR ANY OTHER PERSON TO EXCEED THE OWNERSHIP LIMIT SET FORTH IN
THE COMPANY'S ARTICLES OF INCORPORATION, OR WOULD OTHERWISE VIOLATE THE
COMPANY'S ARTICLES OF INCORPORATION?
The Company's Articles of Incorporation place certain restrictions upon
the ownership, directly or constructively, of the Common Shares, including the
limitation of ownership of the Common Shares by any one person to 9.8% of the
outstanding shares (the "Ownership Limit"), subject to certain exceptions. To
the extent any reinvestment of dividends elected by a Participant would cause
such Participant, or any other person to exceed the Ownership Limit or otherwise
violate the Company's Articles of Incorporation, such reinvestment would be
void, and such Participant will be entitled to receive dividends in cash
(without interest) in lieu of such reinvestment.
USE OF PROCEEDS
The proceeds from the sale of Common Shares offered pursuant to the
Plan will be used for investment in chain restaurant real estate properties or
for other general Company purposes. The Company has no basis for estimating
either the number of Common Shares that will be sold pursuant to the Plan or the
prices at which such Common Shares will be sold. The Company will not receive
any proceeds from purchases of Common Shares by the Agent in the open market or
in negotiated transactions with third parties.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933, as
amended. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement for further information with
respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
LEGAL MATTERS
Certain legal matters relating to the Common Stock to be offered hereby
will be passed upon for the Company by the law firm of Kutak Rock, 717
Seventeenth Street, Suite 2900, Denver, Colorado 80202.
EXPERTS
The financial statements and schedules for the fiscal year ended
December 31, 1994 incorporated by reference in this Prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with this offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, the Common Shares in any jurisdiction where, or
to any person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION ..................................................... 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE .................................................. 2
THE COMPANY ............................................................... 3
THE PLAN .................................................................. 3
PURPOSE ................................................................... 3
ADVANTAGES TO PARTICIPANTS ................................................ 3
ADMINISTRATION ............................................................ 4
PARTICIPATION ............................................................. 5
PURCHASES ................................................................. 6
REPORTS TO PARTICIPANTS ................................................... 8
WITHDRAWAL ................................................................ 8
OTHER INFORMATION ......................................................... 10
TAX CONSEQUENCES OF PARTICIPATION
IN THE PLAN ............................................................. 10
USE OF PROCEEDS ........................................................... 12
ADDITIONAL INFORMATION .................................................... 13
LEGAL MATTERS ............................................................. 13
EXPERTS ................................................................... 13
F F C A
FRANCHISE FINANCE CORPORATION
OF AMERICA
2,000,000 SHARES OF COMMON STOCK
offered by the Company to its
shareholders solely in
connection with its
DIVIDEND REINVESTMENT PLAN
------------------------------
PROSPECTUS
------------------------------
September 20, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses in connection with the
registration and distribution of the Common Stock (other than underwriting
discounts and commissions, if any):
SEC Registration Fee.............................................. $ 15,087.00
Fees of Transfer Agent............................................ 1,000.00
Accounting Fees and Expenses...................................... 5,000.00
Legal Fees and Expenses........................................... 15,000.00
Printing, Postage and Handling Costs ............................. 64,000.00
-----------
Total............................................................. $100,087.00
===========
These expenses are borne by the Registrant.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides generally
and in pertinent part that a Delaware corporation may indemnify its directors
and officers against expenses, judgments, fines and settlements actually and
reasonably incurred by them in connection with any civil suit or action, except
actions by or in the right of the corporation, or any administrative or
investigative proceeding if, in connection with the matters in issue, they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably believed to be
in, or not opposed to, the best interests of the corporation. Section 145
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to purchase
indemnity insurance on behalf of its directors and officers.
Article Eight of the Certificate of Incorporation of the Registrant
requires the Registrant to indemnify, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, all directors and officers of the
Registrant, which it has the power to indemnify, from and against any and all
expenses, liabilities or other matters referred to in Section 145.
The Registrant's Certificate of Incorporation also provides in Article
Seven that directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of a director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
Article III, Section 16 of the Registrant's By-laws provides, in
general, that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law.
The Registrant maintains liability insurance coverage for its directors
and officers.
Item 16. EXHIBITS.
The following is a complete list of Exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit No. Description
----------- -----------
4 Form of Common Stock Certificate (1)
5 Opinion and Consent of Kutak Rock*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Counsel is contained in Opinion of
Counsel filed as Exhibit 5.
24 Powers of Attorney, included at Page II-6 of the
Registration Statement, are incorporated herein by
reference.
99 Form of Authorization Card.*
-----------------
* Filed herewith.
(1) Filed with the Company's Registration Statement on Form S-4, File No.
33-65302 and incorporated herein by reference.
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; provided, however,
that paragraphs (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona, on September 19,
1995.
FRANCHISE FINANCE CORPORATION OF AMERICA
By: /s/ Morton Fleischer
----------------------------------------
Morton Fleischer, President, Chief
Executive Officer and a Director
By: /s/ John R. Barravecchia
----------------------------------------
John R. Barravecchia, Executive
Vice President, Chief Financial
Officer and Treasurer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Morton Fleischer, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement on Form S-3 and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as full as they might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Morton Fleischer President, Chief Executive Officer September 19, 1995
---------------------- and a Director
Morton Fleischer
/s/ Robert W. Halliday Chairman of the Board September 19, 1995
----------------------
Robert W. Halliday
/s/ Willie R. Barnes Director September 19, 1995
----------------------
Willie R. Barnes
/s/ William C. Foxley Director September 19, 1995
----------------------
William C. Foxley
/s/ Donald C. Hannah Director September 19, 1995
----------------------
Donald C. Hannah
/s/ Louis P. Neeb Director September 19, 1995
----------------------
Louis P. Neeb
/s/ Kenneth B. Roath Director September 19, 1995
----------------------
Kenneth B. Roath
/s/ Wendell J. Smith Director September 19, 1995
----------------------
Wendell J. Smith
/s/ Casey J. Sylla Director September 19, 1995
----------------------
Casey J. Sylla
EXHIBIT 5
[LETTERHEAD]
KUTAK ROCK
A PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
SUITE 2900
717 SEVENTEENTH STREET
DENVER, COLORADO 80202-3329
(303) 297-2400
FACSIMILE (303) 292-7799
September 19, 1995
Franchise Finance Corporation of America
17207 North Perimeter Drive
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-3 (the "Registration Statement") and related
prospectus (the "Prospectus") under the Securities Act of 1933, as amended (the
"Act"), relating to 2,000,000 shares of your common stock, $.01 par value per
share (the "Shares"). In connection therewith, we have reviewed such
Registration Statement, certain of your corporate records and proceedings taken
in connection with the authorization and issuance of the Shares, and such other
factual and legal matters as we have considered necessary for purposes of this
opinion.
Based on and subject to the foregoing, we are of the opinion that the
Shares will, when sold, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in such Registration Statement. This consent does not constitute
a consent under Section 7 of the Act, and in consenting to the reference to our
firm under such heading we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ KUTAK ROCK
KUTAK ROCK
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
our report dated January 27, 1995 appearing in the Annual Report on Form 10-K of
Franchise Finance Corporation of America for the year ended December 31, 1994
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Phoenix, Arizona
September 19, 1995
EXHIBIT 99
FORM OF AUTHORIZATION CARD
AUTHORIZATION CARD - SIDE 1
FRANCHISE FINANCE CORPORATION OF AMERICA
Dividend Reinvestment Plan Authorization Card
To participate in FFCA's Dividend Reinvestment Plan (the "Plan"), please
complete and sign the reverse side of this Authorization Card and return it in
the enclosed envelope. If your Common Stock is held by a broker or nominee,
contact your broker or nominee to enroll in the Plan.
This will authorize FFCA to forward to Gemisys Transfer Agents, as your agent,
all or a portion of the dividends you receive on Common Stock to be reinvested
in additional shares of Common Stock.
If you have any questions regarding the Plan, please write or call Gemisys
Transfer Agents at:
Gemisys Transfer Agents
7103 South Revere Parkway
Englewood, CO 80112
(800) 955-9072
AUTHORIZATION CARD - SIDE 2
Dividend Reinvestment Plan Authorization
Return this card only if you wish to participate in this Plan. THIS IS
NOT A PROXY.
I have read and understand the terms and conditions of the FFCA Dividend
Reinvestment Plan (the "Plan") as explained in the prospectus which accompanied
this card. Please enroll my shares in the Plan as indicated below:
Full dividend reinvestment - Please reinvest dividends on all shares of Common
Stock now registered in my name.
Partial dividend reinvestment - Please reinvest dividends on _______ shares of
Common Stock registered in my name. (Please specify number of shares.)
If your Common Stock is held by a broker or nominee, you do not have to complete
this Authorization Card. Contact your broker or nominee to enroll in the Plan.
Print name(s) exactly as they appear to the left or on your stock certificates.
Signature of registered owner Date
Signature of registered owner Date
Street Address
City State Zip
Telephone Number
STREET-NAME SHAREHOLDER INSERT
FRANCHISE FINANCE CORPORATION OF AMERICA
Dividend Reinvestment Plan
Dear Shareholder:
Franchise Finance Corporation of America is pleased to offer you the opportunity
to participate in our Dividend Reinvestment Plan (the "Plan"). All shareholders
are eligible to participate. The Plan offers you a simple, convenient and
economical way to automatically purchase additional shares of FFCA Common Stock
without payment of brokerage commissions, service charges or other expenses.
FFCA is offering the Plan as a convenience for our shareholders. Because your
participation is completely voluntary, you may join or withdraw at any time.
The prospectus that accompanied this card contains details of the Plan. We
suggest that you read it and retain it for future reference.
TO ENROLL IN THE PLAN, CONTACT YOUR BROKER OR NOMINEE. We invite you to join
this program and welcome your participation.
Sincerely,
Morton Fleischer
President and Chief Executive Officer
