Rule 424(b)(3)
No. 33-78790
CNL AMERICAN PROPERTIES FUND, INC.
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated April 26, 1996 and the Prospectus Supplement dated July 26,
1996. This Supplement replaces the Supplements dated July 31, 1996 and August
9, 1996. Capitalized terms used in this Supplement have the same meaning as
in the Prospectus unless otherwise stated herein.
Information as to proposed properties for which the Company has received
initial commitments and as to the number and types of Properties acquired by
the Company is presented as of August 27, 1996, and all references to
commitments or Property acquisitions should be read in that context. Proposed
properties for which the Company receives initial commitments, as well as
property acquisitions that occur after August 27, 1996, will be reported in a
subsequent Supplement.
THE OFFERING
As of August 27, 1996, the Company had received aggregate subscription
proceeds of $92,841,450 (9,284,145 Shares) from 5,212 stockholders, including
$243,167 (24,317 Shares) issued pursuant to the Reinvestment Plan. As of
August 27, 1996, the Company had invested or committed for investment
approximately $70,800,000 of such proceeds in 76 Properties (including one
Property through a joint venture arrangement which consists of land and
building, six Properties which consist of building only, 33 Properties which
consist of land only and 36 Properties which consist of land and building), in
providing mortgage financing to the tenants of the 33 Properties consisting of
land only and to pay Acquisition Fees and Acquisition Expenses, leaving
approximately $10,400,000 in offering proceeds available for investment in
Properties and Mortgage Loans. As of August 27, 1996, the Company had
incurred $4,177,865 in Acquisition Fees to the Advisor.
BUSINESS
PROPERTY ACQUISITIONS
Between July 17, 1996 and August 27, 1996, the Company acquired four
Properties, including one Property consisting of building only and three
Properties consisting of land and building. The Properties are a Boston
Market Property (in Upland, California), a Jack in the Box Property (in
Houston, Texas), an Applebee's Property (in Montclair, California) and a
Golden Corral Property (in Brooklyn, Ohio). For information regarding the 72
Properties acquired by the Company prior to July 17, 1996, see the Prospectus
dated April 26, 1996, and the Prospectus Supplement dated July 26, 1996.
In connection with the purchase of the Golden Corral Property in
Brooklyn, Ohio, which is building only, the Company, as lessor, entered into a
long-term lease agreement with an unaffiliated lessee. The general terms of
the lease agreement are described in the section of the Prospectus entitled
"Business - Description of Property Leases." In connection with this
acquisition, the Company has also entered into an assignment of an interest in
the ground lease with the lessee and the owner of the land. The assignment
provides that the ground lessee is responsible for all obligations under the
ground lease and provides certain rights to the Company relating to the
maintenance of its interest in the building in the event of a default by the
lessee under the terms of the ground lease.
In connection with the purchase of the Boston Market Property, the Jack
in the Box Property, and the Applebee's Property, which are to be constructed,
the Company, as lessor, entered into long-term lease agreements with
unaffiliated lessees. The general terms of the lease agreements are described
in the section of the Prospectus entitled "Business - Description of
Property Leases." In connection therewith, the Company
August 30, 1996 Prospectus Dated April 26, 1996
has entered into development and indemnification and put agreements with the
lessees. The general terms of these agreements are described in the section
of the Prospectus entitled "Business - Site Selection and Acquisition of
Properties - Construction and Renovation."
As of August 27, 1996, the Company had initial commitments to acquire 12
properties, including one property which consists of building only and 11
properties which consist of land and building. The acquisition of each of
these properties is subject to the fulfillment of certain conditions,
including, but not limited to, a satisfactory environmental survey and
property appraisal. There can be no assurance that any or all of the
conditions will be satisfied or, if satisfied, that one or more of these
properties will be acquired by the Company. If acquired, the leases of all 12
of these properties are expected to be entered into on substantially the same
terms described in the Prospectus in the section entitled "Business -
Description of Property Leases," except as described below.
In connection with the Wendy's property in San Diego, California, the
Company anticipates owning only the building and not the underlying land.
However, the Company anticipates entering into a tri-party agreement with the
lessee and the landlord of the land in order to provide the Company with
certain rights with respect to the land on which the building is located.
Set forth below are summarized terms expected to apply to the leases for
each of the properties. More detailed information relating to a property and
its related lease will be provided at such time, if any, as the property is
acquired.
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
- -------- --------------- ------------------- --------------- ------------------
<S> <C> <C> <C> <C>
Ryan's Family Steak 20 years; two five-year 10.875% of Total Cost for each lease year, at any time after
House renewal options (1); increases by 12% (i) 5% of annual the tenth lease
Spring Hill, FL after the fifth lease gross sales minus year
Restaurant to be year and after every (ii) the minimum
constructed five years thereafter annual rent for such
during the lease term lease year
Boston Market 15 years; five five-year 10.38% of Total Cost for each lease year at any time after
Atlanta, GA renewal options (1); increases by 10% after the fifth lease the fifth lease
Restaurant to be after the fifth lease year, (i) 5% of year
constructed year and after every annual gross sales
five years thereafter minus (ii) the
during the lease term minimum annual rent
for such lease year
Boston Market 15 years; five five-year 10.38% of Total Cost for each lease year at any time after
Merced, CA renewal options (1); increases by 10% after the fifth lease the fifth lease
Restaurant to be after the fifth lease year (i) 5% of annual year
constructed year and after every gross sales minus
five years thereafter (ii) the minimum
during the lease term annual rent for such
lease year
Jack in the Box 18 years; four five-year 10.75% of Total Cost for each lease year, at any time after
Humble, TX renewal options (1); increases by 8% (i) 5% of annual the seventh lease
Restaurant to be after the fifth lease gross sales minus year
constructed year and by 10% after (ii) the minimum
every five years annual rent for such
thereafter during the lease year
lease term
Shoney's 20 years; two five-year 11.75% of Total Cost for each lease year, at any time after
Fort Myers, FL renewal options (1); increases by 10% (i) 6% of annual the seventh lease
Restaurant to be after the fifth lease gross sales minus year
constructed year and after every (ii) the minimum
five years thereafter annual rent for such
during the lease term lease year
Wendy's (2) 15 years; three five- 13.26% of Total Cost for each lease year, upon the expiration
San Diego, CA year renewal options (1); increases by 8% (i) 6% of annual of the initial term
Restaurant to be after the fifth lease gross sales times the of the lease and
constructed year and after every Building Overage during any renewal
five years thereafter Multiplier (4) minus period thereafter
during the lease term (ii) the minimum (3)
annual rent for such
lease year
Burger King 20 years; two five-year 11% of Total Cost (1) for each lease year, None
Chattanooga, TN renewal options (i) 8.5% of annual
Restaurant to be gross sales minus
constructed (ii) the minimum
annual rent for such
lease year
Burger King 20 years; two five-year 11% of Total Cost (1) for each lease year, None
Chicago, IL renewal options (i) 8.5% of annual
Restaurant to be gross sales minus
constructed (ii) the minimum
annual rent for such
lease year
Applebee's 20 years; two five-year 10.87% of Total Cost for each lease year, at any time after
Salinas, CA renewal options (1); increases by 10% (i) 5% of annual the seventh lease
Restaurant to be after the fifth lease gross sales minus year
constructed year and after every (ii) the minimum
five years thereafter annual rent for such
during the lease term lease year
Arby's 20 years; two five-year 10.25% of the for each lease year, during the seventh
Avon, IN renewal options Company's total cost (i) 4% of annual and tenth lease
Existing restaurant to purchase the gross sales minus years only
property; increases by (ii) the minimum
4.14% after the third annual rent for such
lease year and after lease year
every three years
thereafter during the
lease term
Boston Market 15 years; five five-year 10.38% of Total Cost for each lease year at any time after
LaQuinta, CA renewal options (1); increases by 10% after the fifth lease the fifth lease
Restaurant to be after the fifth lease year, (i) 5% of year
constructed year and after every annual gross sales
five years thereafter minus (ii) the
during the lease term minimum annual rent
for such lease year
Boston Market 15 years; five five-year 10.38% of Total Cost for each lease year at any time after
Florissant, MO renewal options (1); increases by 10% after the fifth lease the fifth lease
Restaurant to be after the fifth lease year (i) 5% of annual year
constructed year and after every gross sales minus
five years thereafter (ii) the minimum
during the lease term annual rent for such
lease year
</TABLE>
[FN]
FOOTNOTES:
(1) The "Total Cost" is equal to the sum of (i) the purchase price of the
property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.
(2) The Company anticipates owning the building only for this property. The
Company will not own the underlying land; although, the Company
anticipates entering into a tri-party agreement with the lessee and the
landlord of the land in order to provide the Company with certain rights
with respect to the land on which the building is located.
(3) In the event that the aggregate amount of percentage rent paid by the
lessee to the Company over the term of the lease shall equal or exceed
15% of the purchase price paid by the Company, then the option purchase
price shall equal one dollar. In the event that the aggregate
percentage rent paid shall be less than 15% of the purchase price paid
by the Company, then the option purchase price shall equal the
difference of 15% of the purchase price, less the aggregate percentage
rent paid to the landlord by the lessee under the lease.
(4) The "Building Overage Multiplier" is calculated as follows:
Building Overage Multiplier = (purchase price of the
building)/[purchase price of the building + (annual rent due under
the land lease/land lease cap rate)]
The following table sets forth the location of the four Properties
acquired by the Company, including the three Properties in which the Company
acquired the land and building and the one Property in which the Company
acquired the building only, from July 17, 1996 through August 27, 1996, a
description of the competition, and a summary of the principal terms of the
acquisition and lease of each Property.
<TABLE>
PROPERTY ACQUISITIONS
From July 17, 1996 through August 27, 1996
<CAPTION>
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
- --------------------- ------------ -------- --------------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
BOSTON MARKET $762,737 07/24/96 07/2011; five 10.38% of Total Cost for each lease at any time
(the "Upland Property") (excluding five-year (4); increases by 10% year after the after the
Restaurant to be closing and renewal options after the fifth lease fifth lease fifth lease
constructed development year and after every year, (i) 4% of year
costs) (3) five years thereafter annual gross
The Upland Property is during the lease term sales minus
located at the northeast (ii) the
quadrant of the minimum annual
intersection of Mountain rent for such
Avenue and Foothill lease year
Boulevard, Upland, San
Bernardino County,
California in an area of
mixed retail, commercial,
and residential
development. Other fast-
food and family-style
restaurants located in
proximity to the Upland
Property include an Burger
King, a Taco Bell, a KFC,
two Del Taco's, a Jack in
the Box, a McDonald's, an
Outback Steakhouse and
several local restaurants.
JACK IN THE BOX $387,621 08/05/96 07/2014; four 10.75% of Total Cost for each lease at any time
(the "Houston #2 Property") (excluding five-year (4); increases by 8% year, (i) 5% of after the
Restaurant to be closing and renewal options after the fifth lease annual gross seventh
constructed development year and by 10% after sales minus lease year
costs (3) every five years (ii) the
The Houston #2 Property is thereafter during the minimum annual
located on the south side lease term rent for such
of Interstate 45 and U.S. lease year (5)
Highway 90A in Houston,
Harris County, Texas, in an
area of mixed retail,
commercial, and residential
development. Other fast-
food and family-style
restaurants located in
proximity to the Houston #2
Property include two
Whataburger's, a Taco Bell,
a Wendy's, a Pizza Hut, a
Little Caesar's, a
McDonald's, and a local
restaurant.
APPLEBEE'S $879,753 08/23/96 08/2016; two 11% of Total Cost for each lease at any time
(the "Montclair Property") (excluding five-year (4); increases by 10% year, (i) 5% of after the
Restaurant to be closing and renewal options after the fifth lease annual gross fifth lease
constructed development year and after every sales minus year (6)
costs) (3) five years thereafter (ii) the
The Montclair Property is during the lease term minimum annual
located on a pad site rent for such
within the Montclair Plaza lease year
Regional Mall, on the east
side of Montevista Avenue,
north of I-10, in
Montclair, San Bernardino
County, California, in an
area of mixed retail,
commercial, and residential
development. Other fast-
food and family-style
restaurants located in
proximity to the Montclair
Property include an Olive
Garden, a Tony Roma's, a
Red Lobster, and a local
restaurant.
GOLDEN CORRAL $997,296 08/23/96 05/2010; three $142,823; increases for each lease upon the
(the "Brooklyn Property") (excluding (8) five-year by 10% after the year, (i) 4% of expiration
Existing restaurant closing costs) renewal options fifth lease year and annual gross of the
after every five sales minus lease (7)
The Brooklyn Property is years thereafter (ii) the
located at Northcliff during the lease term minimum annual
Avenue and Ridge Road in rent for such
Brooklyn, Cuyahoga County, lease year
Ohio, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located
in proximity to the
Brooklyn Property include
an Applebee's, a
McDonald's, a Dunkin
Donuts, a Boston Market,
and several local
restaurants.
</TABLE>
[FN]
FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of each of the Properties acquired, and for
construction Properties, once the buildings are constructed, is set
forth below:
Property Federal Tax Basis
-------- -----------------
Upland Property $ 433,000
Houston #2 Property 595,000
Montclair Property 825,000
Brooklyn Property 1,040,000
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the Upland
Property, minimum annual rent will become due and payable on the date
the tenant receives from the landlord its final funding of the
construction costs. For the Houston #2 Property, minimum annual rent
will become due and payable on the earlier of (i) the date the
restaurant opens for business to the public or (ii) 180 days after the
execution of the lease. For the Montclair Property, minimum annual rent
will become due and payable on the earlier of (i) the date the
certificate of occupancy for the restaurant is issued, (ii) the date the
restaurant opens for business to the public, (iii) 180 days after
execution of the lease or (iv) the date the tenant receives from the
landlord its final funding of the construction costs. During the period
commencing with the effective date of the lease to the date minimum
annual rent becomes payable for the Upland Property, as described above,
the tenant shall pay monthly "interim rent" equal to 10.38% per annum of
the amount funded by the Company in connection with the purchase and
construction of the Property. During the period commencing with the
effective date of the lease to the date minimum annual rent becomes
payable for the Houston #2 Property, as described above, the tenant
shall pay monthly "interim rent" equal to 10.75% per annum of the amount
funded by the Company in connection with the purchase and construction
of the Property. During the period commencing with the effective date
of the lease to the date minimum annual rent becomes payable for the
Montclair Property, as described above, the tenant shall pay monthly
"interim rent" equal to 11 percent per annum of the amount funded by the
Company in connection with the purchase and construction of the
Property.
(3) The development agreements for the Properties which are to be
constructed, provide that construction must be completed no later than
the dates set forth below. The maximum cost to the Company, (including
the purchase price of the land (if applicable), development costs (if
applicable), and closing and acquisition costs) is not expected to, but
may, exceed the amounts set forth below:
Estimated Final
Property Estimated Maximum Cost Completion Date
-------- ---------------------- ---------------
Upland Property $ 977,643 January 20, 1997
Houston #2 Property 926,235 February 1, 1997
Montclair Property 1,654,545 February 19, 1997
(4) The "Total Cost" is equal to the sum of (i) the purchase price of the
Property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.
(5) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(6) The lessee also has the option to purchase the Property after the lessee
operates at least five Applebee's restaurants.
(7) In the event that the aggregate amount of percentage rent paid by the
lessee to the Company over the term of the lease shall equal or exceed
15% of the purchase price paid by the Company, then the option purchase
price shall equal one dollar. In the event that the aggregate
percentage rent paid shall be less than 15% of the purchase price paid
by the Company, then the option purchase price shall equal the
difference of 15% of the purchase price, less the aggregate percentage
rent paid to the landlord by the lessee under the lease.
(8) The Company accepted an assignment of an interest in the ground lease
relating to the Brooklyn Property effective August 23, 1996.
BORROWING AND SECURED EQUIPMENT LEASES
Between July 17, 1996 and August 27, 1996, the Company obtained one
advance of $574,557 under its $15,000,000 Loan. The advance is a fully
amortizing term loan repayable over five years and bears interest at a rate
per annum equal to 215 basis points above the Reserve Adjusted LIBOR Rate (as
defined in the Loan). The proceeds of the advance were used to acquire
Equipment for one restaurant property at a cost of $562,742, to pay a Secured
Equipment Lease Servicing Fee of $11,255 to the Advisor and to pay closing
costs of $560. In connection with the acquisition of the Equipment, the
Company, as lessor, entered into a Secured Equipment Lease with an
unaffiliated lessee that leases the restaurant property from an Affiliate of
the Advisor. The following table sets forth a summary of the principal terms
of the acquisition and lease of the Equipment.
<TABLE>
SECURED EQUIPMENT LEASES
From July 17, 1996 through August 27, 1996
<CAPTION>
Option
Description Purchase Price (1) Date Acquired Lease Expiration Annual Rent (2) To Purchase
- ----------- ------------------ ------------- ---------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
EQUIPMENT FOR TGI $562,742 08/09/96 08/2001 $146,484 (3)
FRIDAY'S RESTAURANT IN (excluding
MARLBORO, NEW JERSEY closing costs
(The "Marlboro Secured and Secured
Equipment Lease") Equipment
Lease
Servicing Fee)
</TABLE>
[FN]
FOOTNOTES:
(1) The Secured Equipment Lease is expected to be treated as a loan secured
by personal property for federal income tax purposes.
(2) Rental payments due under the Secured Equipment Lease are payable
monthly, commencing on the effective date of the lease.
(3) Lessee may purchase the Equipment prior to the expiration of the Secured
Equipment Lease, at the then present value of the remaining rental
payments, discounted at a rate of ten percent per annum.
<TABLE>
PRO FORMA ESTIMATE OF TAXABLE INCOME BEFORE DIVIDENDS PAID DEDUCTION OF
CNL AMERICAN PROPERTIES FUND, INC.
GENERATED FROM THE OPERATIONS OF PROPERTIES ACQUIRED FROM JULY 17, 1996
THROUGH AUGUST 27, 1996
FOR A 12-MONTH PERIOD (UNAUDITED)
The following schedule represents pro forma unaudited estimates of taxable income before dividends
paid deduction of each Property acquired by the Company from July 17, 1996 through August 27, 1996, for the
12-month period commencing on the date of the inception of the respective lease on such Property. The
schedule should be read in light of the accompanying footnotes.
These estimates do not purport to present actual or expected operations of the Company for any period
in the future. These estimates were prepared on the basis described in the accompanying notes which should
be read in conjunction herewith. No single lessee or group of affiliated lessees lease Properties or has
borrowed funds from the Company with an aggregate purchase price in excess of 20% of the expected total net
offering proceeds of the Company.
<CAPTION>
Boston Market Jack in the Box Applebee's Golden Corral
Upland, CA (5) Houston, TX (5) Montclair, CA (5) Brooklyn, OH (6)
-------------- ------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction:
Base Rent (1) $ 101,479 $ 97,618 $176,084 $142,823
Asset Management Fees (2) (5,819) (5,467) (9,563) (5,921)
General and Administrative
Expenses (3) (6,292) (6,052) (10,917) (8,855)
---------- -------- -------- --------
Estimated Cash Available from
Operations 89,368 86,099 155,604 128,047
Depreciation and Amortization
Expense (4) (11,115) (15,257) (21,142) (26,658)
---------- -------- -------- --------
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction of the Company $ 78,253 $ 70,842 $134,462 $ 101,389
========== ======== ======== =========
See Footnotes
</TABLE>
<TABLE>
Total
--------
<S> <C>
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction:
Base Rent (1) $518,004
Asset Management Fees (2) (26,770)
General and Administrative
Expenses (3) (32,116)
--------
Estimated Cash Available from
Operations 459,118
Depreciation and Amortization
Expense (4) (74,172)
--------
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction of the Company $384,946
========
</TABLE>
[FN]
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
(2) The Properties will be managed pursuant to an advisory agreement between
the Company and CNL Fund Advisors, Inc. (the "Advisor"), pursuant to
which the Advisor will receive monthly asset management fees in an
amount equal to one-twelfth of .60% of the Company's Real Estate Asset
Value as of the end of the preceding month as defined in such agreement.
See "Management Compensation."
(3) Estimated at 6.2% of gross rental income based on the previous
experience of Affiliates of the Advisor with 17 public limited
partnerships which own properties similar to those owned by the Company.
Amount does not include soliciting dealer servicing fee due to the fact
that such fee will not be incurred until December 31 of the year
following the year in which the offering terminates.
(4) The estimated federal tax basis of the depreciable portion (the building
portion) of the Properties has been depreciated on the straight-line
method over 39 years.
(5) The development agreements for the Properties which are to be
constructed, provide that construction must be completed no later than
the dates set forth below:
Property Estimated Final Completion Date
-------- -------------------------------
Upland Property January 20, 1997
Houston #2 Property February 1, 1997
Montclair Property February 19, 1997
(6) The Company accepted an assignment of an interest in a ground lease
relating to the Brooklyn Property effective August 23, 1996.
