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
Date of Report (Date of earliest event reported): October 2, 1996
CNL AMERICAN PROPERTIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 33-78790 59-3239115
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 East South Street, Suite 500 32801
Orlando, Florida (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 422-1574
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
- ------
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
- ------
The following information is provided voluntarily prior to the date
on which it is required to be reported under this Item 2.
STATUS OF THE OFFERING
Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, effective March 29, 1995, CNL American
Properties Fund, Inc. (the "Company") registered for sale an aggregate of
$165,000,000 of shares of common stock (the "Shares") (16,500,000 Shares at
$10 per Share). As of October 3, 1996, the Company had received aggregate
subscription proceeds of $104,484,211 (10,448,421 Shares) from 5,788
stockholders, including $391,348 (39,135 Shares) issued pursuant to the
Company's reinvestment plan.
As stated in the registration statement of the Company, including the
Prospectus which constitutes a part thereof, as amended, the proceeds of the
offering of Shares are used primarily to acquire properties (the "Properties")
located across the United States to be leased on a long-term, triple-net basis
to creditworthy operators of selected national and regional fast-food, family-
style and casual dining restaurant chains. The Company may also provide
financing (the "Mortgage Loans") for the purchase of buildings, generally by
lessees that lease the underlying land from the Company.
ACQUISITION OF PROPERTIES
During the period September 20, 1996 through October 3, 1996, the
Company acquired one Property consisting of land and building. The Property
is a Burger King Property located in Chicago, Illinois.
In connection with the purchase of the Burger King Property, the
Company, as lessor, entered into a long-term lease agreement with an
unaffiliated lessee. The lease is on a triple-net basis, with the lessee
responsible for all repairs and maintenance, property taxes, insurance and
utilities. The lessee also is required to pay for special assessments, sales
and use taxes, and the cost of any renovations permitted under the lease. In
addition, in connection with this Property, which is to be constructed, the
Company has entered into development and indemnification and put agreements
with the lessee.
The following table sets forth the location of the one Property
acquired by the Company during the period September 20, 1996 through October
3, 1996, a description of the competition, and a summary of the principal
terms of the acquisition and lease of the Property.
<TABLE>
PROPERTY ACQUISITIONS
From September 20, 1996 through October 3, 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>
BURGER KING $940,934 10/02/96 12/2016; two 11% of Total Cost (4) for each lease None
(the "Chicago Property") (excluding five-year year, (i) 8.5% of
Restaurant to be constructed closing and renewal options annual gross sales
development minus (ii) the
The Chicago Property is costs)(3) minimum annual
located on the southwest rent for such
corner of 40th Street and lease year
Pulaski Road, in Chicago,
Cook County, Illinois, in an
area of mixed retail,
commercial, and residential
development. Other fast-
food and family-style
restaurants located in
proximity to the Chicago
Property include an Arby's,
a Long John Silver's, and a
local restaurant.
</TABLE>
[FN]
- -----------------------------------------------------------------------------
FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of the Property acquired, once the building is
constructed, is set forth below:
Property Federal Tax Basis
-------- -----------------
Chicago Property $ 753,000
(2) Minimum annual rent for the Chicago Property will become due and payable
on the possession date, which is December 28, 1996 (the "Possession
Date"). For the Chicago Property, "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 shall accrue prior to the
Possession Date and shall be payable in a single lump sum at the time of
final funding of the construction costs.
(3) The development agreement for the Property which is to be constructed,
provides that construction must be completed no later than the date 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 amount set forth below:
Estimated Final
Property Estimated Maximum Cost Completion Date
-------- ---------------------- ----------------
Chicago Property $ 1,613,636 December 28, 1996
(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.
<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 SEPTEMBER 20, 1996
THROUGH OCTOBER 3, 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 September 20, 1996 through October 3, 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>
Burger King
Chicago, IL (5)
---------------
<S> <C>
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction:
Base Rent (1) $173,489
Asset Management Fees (2) (9,463)
General and Administrative
Expenses (3) (10,756)
--------
Estimated Cash Available from
Operations 153,270
Depreciation and Amortization
Expense (4) (19,317)
--------
Pro Forma Estimate of Taxable
Income Before Dividends Paid
Deduction of the Company $133,953
========
</TABLE>
- -------------------------------------------------------------------------
[FN]
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
(2) The Property 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.
(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 Property has been depreciated on the straight-line
method over 39 years.
(5) The development agreement for the Property which is to be constructed,
provides that construction must be completed no later than the date set
forth below:
Estimated Final
Property Completion Date
-------- ---------------
Chicago Property December 28, 1996
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
- -------
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
- -------
Not applicable.
ITEM 5. OTHER EVENTS.
- -------
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
- -------
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
- ------- EXHIBITS.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
INDEX TO FINANCIAL STATEMENTS
------------------------------
Page
----
Pro Forma Consolidated Financial Information (unaudited):
Pro Forma Consolidated Balance Sheet as of June 30, 1996 9
Pro Forma Consolidated Statement of Earnings for the
six months ended June 30, 1996 10
Pro Forma Consolidated Statement of Earnings for the
year ended December 31, 1995 11
Notes to Pro Forma Consolidated Financial Statements
for the six months ended June 30, 1996 and the
year ended December 31, 1995 12
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Pro Forma Consolidated Balance Sheet of the Company gives
effect to (i) property acquisition transactions from inception through June
30, 1996, including the receipt of $76,816,648 in gross offering proceeds from
the sale of 7,681,665 shares of common stock pursuant to a Form S-11 under the
Securities Act of 1933, as amended, effective March 29, 1995, and the
application of such proceeds to purchase 68 properties (including 29
properties which consist of land and building, one property through a joint
venture arrangement which consists of land and building, five properties which
consist of building only and 33 properties consisting of land only), 14 of
which were under construction at June 30, 1996, to provide mortgage financing
to the lessees of the 33 properties consisting of land only, and to pay
organizational and offering expenses, acquisition fees and miscellaneous
acquisition expenses, (ii) the receipt of $27,667,563 in gross offering
proceeds from the sale of 2,766,756 additional shares of common stock during
the period July 1, 1996 through October 3, 1996, and (iii) the application of
such funds and $1,124,908 of cash and cash equivalents at June 30, 1996, to
purchase 15 additional properties acquired during the period July 1, 1996
through October 3, 1996 (12 of which are under construction and consist of
land and building, two properties which consist of land and building and one
property which consists of building only), to pay additional costs for the 14
properties under construction at June 30, 1996, and to pay offering expenses,
acquisition fees and miscellaneous acquisition expenses, all as reflected in
the pro forma adjustments described in the related notes. The Pro Forma
Consolidated Balance Sheet as of June 30, 1996, includes the transactions
described in (i) above from its historical consolidated balance sheet,
adjusted to give effect to the transactions in (ii) and (iii) above, as if
they had occurred on June 30, 1996.
The Pro Forma Consolidated Statements of Earnings for the six months
ended June 30, 1996 and the year ended December 31, 1995, include the
historical operating results of the properties described in (i) above from the
dates of their acquisitions plus operating results for the seven of the 83
properties that were owned by the Company as of October 3, 1996, and had a
previous rental history prior to the Company's acquisition of such properties,
from (A) the later of (1) the date the property became operational as a rental
property by the previous owner or (2) June 2, 1995 (the date the Company
became operational), to (B) the earlier of (1) the date the property was
acquired by the Company or (2) the end of the pro forma period presented. No
pro forma adjustments have been made to the Pro Forma Consolidated Statements
of Earnings for the remaining 76 properties owned by the Company as of
October 3, 1996, due to the fact that these properties did not have a previous
rental history.
This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the
C o m pany's financial results or condition if the various events and
transactions reflected therein had occurred on the dates, or been in effect
during the periods, indicated. This pro forma consolidated financial
information should not be viewed as predictive of the Company's financial
results or conditions in the future.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
Pro Forma
ASSETS Historical Adjustments Pro Forma
----------- --------------- -----------
Land and buildings on operating
leases, less accumulated
depreciation $39,754,572 $15,942,807 (a) $55,697,379
Net investment in direct
financing leases (b) 3,071,035 7,484,840 (a) 10,555,875
Cash and cash equivalents 13,369,577 (1,124,908)(a) 12,244,669
Receivables 114,842 114,842
Mortgage notes receivable 12,432,362 12,432,362
Prepaid expenses 31,396 31,396
Organization costs, less
accumulated amortization 15,682 15,682
Loan costs, less accumulated
amortization 44,871 44,871
Accrued rental income 215,222 215,222
Other assets 1,548,050 53,804 (a) 1,601,854
----------- ----------- -----------
$70,597,609 $22,356,543 $92,954,152
=========== ============ ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities:
Note payable $ 603,745 $ 603,745
Accrued interest payable 2,462 2,462
Accrued construction costs
payable 3,097,615 $(3,097,615)(a) -
Accounts payable and accrued
expenses 74,460 74,460
Escrowed real estate taxes
payable 9,696 9,696
Due to related parties 206,702 206,702
Deferred financing income 42,518 42,518
Rents paid in advance 22,277 22,277
----------- ----------- -----------
Total liabilities 4,059,475 (3,097,615) 961,860
----------- ----------- -----------
Minority interest 297,808 - 297,808
----------- ----------- -----------
Stockholders' equity:
Preferred stock, without
par value.
Authorized and unissued
3,000,000 shares - -
Excess shares, $.01 par value
per share. Authorized and
unissued 23,000,000 shares - -
Common stock, $.01 par value
per share.
Authorized 20,000,000 shares;
issued and outstanding 7,701,665
shares; issued and outstanding,
as adjusted, 10,468,421 shares 77,017 27,668 (a) 104,685
Capital in excess of par value 66,612,593 25,426,490 (a) 92,039,083
Accumulated distributions in
excess of net earnings (449,284) (449,284)
----------- ----------- -----------
66,240,326 25,454,158 91,694,484
----------- ----------- -----------
$70,597,609 $22,356,543 $92,954,152
=========== ============ ===========
See accompanying notes to unaudited pro forma
consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1996
Pro Forma
Historical Adjustments Pro Forma
---------- -------------- ----------
Revenues:
Rental income from
operating leases $1,618,001 $ 43,538 (1) $1,661,539
Earned income from
direct financing leases (2) 86,184 34,282 (1) 120,466
Interest income from
mortgage notes receivable 465,498 465,498
Other interest and income 211,789 (16,508)(3) 195,281
---------- ---------- ----------
2,381,472 61,312 2,442,784
---------- ---------- ----------
Expenses:
General operating and
administrative 269,319 269,319
Professional services 48,391 48,391
Asset and mortgage management
fees to related party 97,673 4,352 (4) 102,025
State and other taxes 12,384 1,129 (5) 13,513
Interest expense 3,578 3,578
Depreciation and amortization 238,762 3,300 (6) 242,062
---------- ---------- ----------
670,107 8,781 678,888
---------- ---------- ----------
Earnings Before Minority
Interest in Earnings of
Consolidated Joint Venture 1,711,365 52,531 1,763,896
Minority Interest in Earnings of
Consolidated Joint Venture (22,323) (22,323)
---------- ---------- ----------
Net Earnings $1,689,042 $ 52,531 $1,741,573
========== ========== ==========
Earnings Per Share of
Common Stock $ .30 $ .31
========== ==========
Weighted Average Number of
Shares of Common Stock
Outstanding 5,649,041 5,649,041
========== ==========
See accompanying notes to unaudited pro forma
consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1995
Pro Forma
Historical Adjustments Pro Forma
---------- -------------- ----------
Revenues:
Rental income from
operating leases $ 498,817 $ 96,945 (1) $ 595,762
Earned income from direct
financing leases (2) 28,935 28,935
Contingent rental income 12,024 12,024
Interest income 119,355 (29,664)(3) 89,691
--------- --------- ---------
659,131 67,281 726,412
--------- --------- ---------
Expenses:
General operating and
administrative 134,759 134,759
Professional services 8,119 8,119
Asset management fee to
related party 23,078 4,368 (4) 27,446
State taxes 20,189 1,769 (5) 21,958
Depreciation and amortization 104,131 14,700 (6) 118,831
--------- --------- ---------
290,276 20,837 311,113
--------- --------- ---------
Earnings Before Minority
Interest in Earnings of
Consolidated Joint Venture 368,855 46,444 415,299
Minority Interest in Earnings
of Consolidated Joint Venture (76) (76)
--------- --------- ---------
Net Earnings $ 368,779 $ 46,444 $ 415,223
========= ========== =========
Earnings Per Share of
Common Stock (7) $ .19 $ .22
========= =========
Weighted Average Number
of Shares of Common Stock
Outstanding (7) 1,898,350 1,905,970
========= =========
See accompanying notes to unaudited pro forma
consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE YEAR ENDED DECEMBER 31, 1995
Pro Forma Consolidated Balance Sheet:
- ------------------------------------
(a) Represents gross proceeds of $27,667,563 from the issuance of 2,766,756
shares of common stock during the period July 1, 1996 through October 3,
1996 and $1,124,908 of cash and cash equivalents at June 30, 1996, used
(i) to acquire 15 properties for $16,423,219 (of which one property
consists of building only and 14 properties consist of land and
building), (ii) to fund estimated construction costs of $8,910,807
($3,097,615 of which was accrued as construction costs payable at June
30, 1996) relating to 14 wholly-owned properties under construction at
June 30, 1996, (iii) to pay acquisition fees of $1,245,040 ($1,191,236
of which was allocated to properties and $53,804 of which was classified
as other assets and will be allocated to future properties) and to pay
selling commissions and offering expenses (stock issuance costs) of
$2,213,405, which have been netted against capital in excess of par
value.
The pro forma adjustments to land and buildings on operating leases and
net investment in direct financing leases as a result of the above
transactions were as follows:
Estimated
purchase price
(including con-
struction and Acquisition
closing costs) fees
and additional allocated
construction costs to property Total
------------------ ----------- -----------
Boston Market in
Corvallis, OR $ 906,684 $ 48,573 $ 955,257
Jack in the Box in
Houston, TX 893,681 47,876 941,557
Arby's in
Kendallville, IN 738,326 39,553 777,879
Boston Market in
Rockwall, TX 758,432 40,630 799,062
Boston Market in
Upland, CA 969,780 51,953 1,021,733
Jack in the Box
in Houston, TX 911,104 48,809 959,913
Applebee's in
Montclair, CA 1,593,906 85,388 1,679,294
Golden Corral in
Brooklyn, OH 986,780 52,863 1,039,643
Boston Market in
La Quinta, CA 943,388 50,539 993,927
Boston Market
in Merced, CA 923,356 49,465 972,821
Arby's in Avon, IN 789,676 42,304 831,980
Ryan's in
Spring Hill, FL 1,852,027 99,215 1,951,242
Applebee's in
Salinas, CA 1,325,026 70,983 1,396,009
Boston Market
in Florissant, MO 1,253,881 67,172 1,321,053
Burger King
in Chicago, IL 1,577,172 84,491 1,661,663
Fourteen wholly owned
properties under
construction at
June 30, 1996 5,813,192 311,422 6,124,614
----------- ----------- -----------
$22,236,411 $ 1,191,236 $23,427,647
=========== =========== ===========
Adjustment classified
as follows:
Land and buildings on
operating leases $15,942,807
Net investment in
direct financing
leases 7,484,840
-----------
$23,427,647
===========
(b) In accordance with generally accepted accounting principles, leases in
which the present value of future minimum lease payments equals or
exceeds 90 percent of the value of the related properties are treated as
direct financing leases rather than as land and buildings. The
categorization of the leases has no effect on rental revenues received.
The building portions of ten of the properties have been classified as
direct financing leases.
Pro Forma Consolidated Statements of Earnings:
- ---------------------------------------------
(1) Represents rental income from operating leases and earned income from
direct financing leases for the seven of the 83 properties acquired
during the period June 2, 1995 (the date the Company began operations)
through October 3, 1996 which had a previous rental history prior to the
acquisition of the property by the Company (the "Pro Forma Properties"),
for the period commencing (A) the later of (i) the date the Pro Forma
Property became operational as a rental property by the previous owner
or (ii) June 2, 1995 (the date the Company became operational), to (B)
the earlier of (i) the date the Pro Forma Property was acquired by the
Company or (ii) the end of the pro forma period presented. Each of the
seven Pro Forma Properties was acquired from an affiliate who had
purchased and temporarily held title to the property. The
noncancellable leases for the Pro Forma Properties in place during the
period the affiliate owned the properties were assigned to the Company
at the time the Company acquired the properties. The following presents
the actual date the Pro Forma Properties were acquired by the Company as
compared to the date the Pro Forma Properties were treated as becoming
operational as a rental property for purposes of the Pro Forma
Consolidated Statements of Earnings.
Date Pro Forma
Date Placed Property Became
in Service Operational as
By the Company Rental Property
-------------- ---------------
Jack in the Box in
Los Angeles, CA June 1995 June 1995
Kenny Rogers Roasters in
Grand Rapids, MI August 1995 June 1995
Kenny Rogers Roasters in
Franklin, TN August 1995 June 1995
Denny's in Pasadena, TX September 1995 August 1995
Denny's in Shawnee, OK September 1995 August 1995
Denny's in Grand Rapids, MI March 1996 September 1995
Denny's in McKinney, TX June 1996 December 1995
In accordance with generally accepted accounting principles, lease
revenue from leases accounted for under the operating method is
recognized over the terms of the leases. For operating leases providing
escalating guaranteed minimum rents, income is reported on a straight-
line basis over the terms of the leases. For leases accounted for as
direct financing leases, future minimum lease payments are recorded as a
receivable. The difference between the receivable and the estimated
residual values less the cost of the properties is recorded as unearned
income. The unearned income is amortized over the lease terms to
provide a constant rate of return. Accordingly, pro forma rental income
from operating leases and earned income from direct financing leases
does not necessarily represent rental payments that would have been
received if the properties had been operational for the full pro forma
period.
Generally, the leases provide for the payment of percentage rent in
addition to base rental income. However, due to the fact that no
percentage rent was due under the leases for the Pro Forma Properties
during the portion of 1996 and 1995 that the previous owners held the
properties, no pro forma adjustment was made for percentage rental
income for the six months ended June 30, 1996 and the year ended
December 31, 1995.
(2) See Note (b) under "Pro Forma Consolidated Balance Sheet" above for a
description of direct financing leases.
(3) Represents adjustment to interest income due to the decrease in the
amount of cash available for investment in interest bearing accounts
during the periods commencing (A) on the later of (i) the dates the Pro
Forma Properties became operational as rental properties by the previous
owners or (ii) June 2, 1995 (the date the Company became operational),
through (B) the earlier of (i) the actual dates of acquisition by the
Company or the end of the pro forma period presented, as described in
Note (1) above. The estimated pro forma adjustment is based upon the
fact that interest income on interest bearing accounts was earned at a
rate of approximately four percent per annum by the Company during the
six months ended June 30, 1996 and the year ended December 31, 1995.
(4) Represents incremental increase in asset management fees relating to the
Pro Forma Properties for the period commencing (A) on the later of (i)
the date the Pro Forma Properties became operational as rental
properties by the previous owners or (ii) June 2, 1995 (the date the
Company became operational), through (B) the earlier of (i) the date the
Pro Forma Properties were acquired by the Company or (ii) the end of the
pro forma period presented, as described in Note (1) above. Asset
management fees are equal to 0.60% of the Company's Real Estate Asset
Value (estimated to be approximately $6,219,000 and $5,241,000 for the
Pro Forma Properties for the six months ended June 30, 1996 and the year
ended December 31, 1995, respectively), as defined in the Company's
prospectus.
(5) Represents adjustment to state tax expense due to the incremental
increase in rental revenues of Pro Forma Properties. Estimated pro
forma state tax expense was calculated based on an analysis of state
laws of the various states in which the Company has acquired the Pro
Forma Properties. The estimated pro forma state taxes consist primarily
of income and franchise taxes ranging from zero to approximately five
percent of the Company's pro forma rental income of each Pro Forma
Property. Due to the fact that the Company's leases are triple net, the
Company has not included any amounts for real estate taxes in the pro
forma statement of earnings.
(6) Represents incremental increase in depreciation expense of the building
portions of the Pro Forma Properties accounted for as operating leases
using the straight-line method over an estimated useful life of 30
years.
(7) Historical earnings per share were calculated based upon the weighted
average number of shares of common stock outstanding during the six
months ended June 30, 1996, and during the period the Company was
operational, June 2, 1995 (the date following when the Company received
the minimum offering proceeds and funds were released from escrow)
through December 31, 1995.
As a result of three of the six Pro Forma Properties being treated in
the Pro Forma Consolidated Statement of Earnings for the year ended
December 31, 1995, as placed in service on June 2, 1995 (the date the
Company became operational), the Company assumed approximately 347,100
shares of common stock were sold, and the net offering proceeds were
available for investment, on June 2, 1995. Due to the fact that
approximately 184,800 of these shares of common stock were actually sold
subsequently, during the period June 3, 1995 through June 20, 1995, the
weighted average number of shares outstanding for the pro forma period
was adjusted. Pro forma earnings per share were calculated based upon
the weighted average number of shares of common stock outstanding, as
adjusted, during the period the Company was operational, June 2, 1995
through December 31, 1995.
ITEM 8. CHANGE IN FISCAL YEAR.
- -------
Not applicable.
EXHIBITS
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.
CNL AMERICAN PROPERTIES FUND, INC.
Dated: October 16, 1996 By: /s/ Robert A. Bourne
----------------------------
ROBERT A. BOURNE, President
