Rule 424(b)(3)
No. 333-15411
CNL AMERICAN PROPERTIES FUND, INC.
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated April 18, 1997 and the Prospectus Supplement dated October 21,
1997. This Supplement replaces the Supplement dated October 24, 1997.
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 November 18, 1997, 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 November 18, 1997, will be reported in a
subsequent Supplement.
THE OFFERING
As of the completion of its Initial Offering, the Company had received
subscription proceeds of $150,591,765 (15,059,177 shares), including $591,765
(59,177 shares) issued pursuant to the Reinvestment Plan and after deduction of
selling commissions, marketing support and due diligence expense reimbursement
fees and offering expenses, net proceeds to the Company from its Initial
Offering totalled approximately $134,000,000. Following the completion of its
Initial Offering on February 6, 1997, the Company commenced this offering of up
to 27,500,000 Shares. As of November 18, 1997, the Company had received
subscription proceeds of $175,632,795 (17,563,280 Shares), including $1,183,289
(118,329 Shares) issued pursuant to the Reinvestment Plan, from 7,870
stockholders in connection with this offering. Net Offering Proceeds to the
Company after deduction of Selling Commissions, Marketing Support and Due
Diligence Expense Reimbursement Fees and Offering Expenses totalled
approximately $158,171,000. As of November 18, 1997, the Company had invested or
committed for investment approximately $258,349,000 of aggregate net proceeds
from the Initial Offering and this offering in 236 Properties, in providing
mortgage financing to the tenants of the 44 Properties consisting of land only
to purchase the buildings on these Properties and the buildings on two
additional properties through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $33,866,000 in aggregate net
offering proceeds available for investment in Properties and Mortgage Loans. As
of November 18, 1997, $7,903,476 of the Net Offering Proceeds from this offering
had been incurred as Acquisition Fees to the Advisor.
BUSINESS
PROPERTY ACQUISITIONS
Between October 4, 1997 and November 18, 1997, the Company acquired 16
Properties, including 15 Properties consisting of land and building and one
Property consisting of building only. These Properties are 12 Ground Round
Properties (one in each of Allentown and Reading, Pennsylvania; Colerain and
Parma, Ohio; Dubuque and Waterloo, Iowa; Janesville and Wauwatosa, Wisconsin;
Gloucester and Ewing, New Jersey; Crystal, Minnesota; and Kalamazoo, Michigan),
two Jack in the Box Properties (one in each of Florissant, Missouri; and Folsom,
California), one On The Border Property (in San Antonio, Texas) and one Wendy's
Property (in Westlake Village, California). For information regarding the
Properties acquired by the Company prior to October 4, 1997, see the Prospectus
dated April 18, 1997 and the Prospectus Supplement dated October 21, 1997.
November 21, 1997 Prospectus Dated April 18, 1997
<PAGE>
The Jack in the Box Properties in Florissant, Missouri, and Folsom,
California, were acquired from Affiliates of the Company. The Affiliates had
purchased and temporarily held title to these Properties in order to facilitate
their acquisition by the Company. The Properties were acquired by the Company
for an aggregate purchase price of approximately $2,340,000, representing the
cost of the Properties to the Affiliates (including carrying costs) due to the
fact that the amounts were less than each Property's appraised value.
In connection with the purchase of the 12 Ground Round Properties, the
two Jack in the Box Properties and the one Wendy's Property, which are land and
building, 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." For the Properties that are to be constructed, the Company 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."
In connection with the On The Border Property in San Antonio, Texas,
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 the purchase of this Property, which is
to be constructed, the Company has entered into development and indemnification
and put agreements with the lessee. 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." In connection with
this acquisition, the Company has also entered into a tri-party agreement with
the lessee and the owner of the land. The tri-party agreement 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.
The following table sets forth the location of the 16 Properties,
including 15 Properties consisting of land and building and one Property
consisting of building only, acquired by the Company, from October 4, 1997
through November 18, 1997, a description of the competition, and a summary of
the principal terms of the acquisition and lease of each Property.
-2-
<PAGE>
PROPERTY ACQUISITIONS
From October 4, 1997 through November 18, 1997
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
JACK IN THE BOX (5) $1,076,23 10/17/9 09/2015; $110,243 (6); for each lease at any time
(the "Florissant Property") 7 (3)(6) 7 four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Florissant Property is after every (ii) the
located on the southern five years minimum annual
quadrant of Charbonier Road thereafter rent for such
and Howdershell Road, in during the lease year (7)
Florissant, St. Louis County, lease term
Missouri, in an area of mixed
retail, commercial, and
residential development.
JACK IN THE BOX (5) $1,263,68 10/17/9 09/2015; $129,482 (6); for each lease None
(the "Folsom Property") 8 (3)(6) 7 four five- increases by 8% year, (i) 5% of
Restaurant to be constructed year renewal after the fifth annual gross
options lease year and sales minus
The Folsom Property is located after every (ii) the
on the eastern quadrant of five years minimum annual
Blue Ravine Road and East thereafter rent for such
Bidwell Street, in Folsom, during the lease year (7)
Sacramento County, California, lease term
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Folsom Property include an
IHOP, an Arby's, a Burger
King, a Boston Market, a
Manhattan Bagel, a Subway
Sandwich Shop, a Taco Bell, a
McDonald's, a KFC, a Pizza Hut
and several local restaurants.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
ON THE BORDER (8) $292,767 10/17/97 10/2012; 13.64% of Total for each lease at any time
(the "San Antonio Property") (excluding three five- Cost (4); (9) year, (i) 4% of after the
Restaurant to be constructed development year renewal annual gross tenth lease
costs) (3) options sales minus year
The San Antonio Property is (ii) the
located on the east side of minimum annual
U.S. Highway 281, within the rent for such
Alamo Quarry Market Shopping lease year (7)
Center, in San Antonio, Bexar
County, Texas, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the San Antonio
Property include a Ruth's
Chris Steakhouse and several
local restaurants.
GROUND ROUND (10) $1,220,761 10/20/97 10/2017; $125,128 (11) at any time
(the "Allentown Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Allentown Property is
located on the north side of
Grape Street, in Allentown,
Lehigh County, Pennsylvania,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Allentown Property include a
Pizza Hut, a Lonestar Steak
House, a Red Lobster, a
Chili's, a KFC, an Olive
Garden, a Ponderosa
Steakhouse, a Friendly's, a
Wendy's, a Perkins, a Burger
King, a Boston Market and
several local restaurants.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $772,727 10/20/97 10/2017; $79,205 (11) at any time
(the "Colerain Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Colerain Property is
located on the north side of
Springdale Road, in Colerain,
Hamilton County, Ohio, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Colerain Property include a
Red Lobster, an Outback Steak
House, an Applebee's, an Olive
Garden, a White Castle, an
Arby's, a McDonald's, a T.G.I.
Friday's and several local
restaurants.
GROUND ROUND (10) $759,091 10/20/97 10/2017; $77,807 (11) at any time
(the "Crystal Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Crystal Property is
located on the northeast
corner of Bass Lake Road and
Jersey Street, in Crystal,
Hennepin County, Minnesota, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Crystal Property include a
Dairy Queen, a Taco Bell, a
Subway Sandwich Shop, a KFC
and an Applebee's.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $1,422,727 10/20/97 10/2017; $145,830 (11) at any time
(the "Dubuque Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Dubuque Property is
located on the
west side of John F. Kennedy
Road and Cedar Cross Road, in
Dubuque, Dubuque County, Iowa,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Dubuque Property include a
Hardee's, an Olive Garden, a
Wendy's and several local
restaurants.
<PAGE>
GROUND ROUND (10) $900,000 10/20/97 10/2017; $92,250 (11) at any time
(the "Gloucester Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Gloucester Property is
located on the
southeast corner of Blackwood-
Clementon Road and Dartmouth
Drive, in Gloucester, Camden
County, New Jersey, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Gloucester
Property include a Friendly's,
a Boston Market, a Chili's, an
Olive Garden, a Red Lobster, a
Denny's, a Burger King, a
McDonald's, a Taco Bell, a
Checkers and several local
restaurants.
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $945,455 10/20/97 10/2017; $96,909 (11) at any time
(the "Janesville Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Janesville Property is
located on the northwest
corner of Milton Avenue and
Lodge Street, in Janesville,
Rock County, Wisconsin, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Janesville Property include an
Applebee's, a Pizzeria Uno, a
Perkins, a Fazoli's and
several local restaurants.
GROUND ROUND (10) $945,455 10/20/97 10/2017; $96,909 (11) at any time
(the "Kalamazoo Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Kalamazoo Property is
located on Stadium Drive, east
of the intersection of Seneca
Road, in Kalamazoo, Kalamazoo
County, Michigan, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Kalamazoo
Property include an Olive
Garden, an Applebee's, a
Chili's, a McDonald's, a
Burger King and several local
restaurants.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $1,118,182 10/20/97 10/2017; $114,614 (11) at any time
(the "Parma Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Parma Property is located
on the south side of Day
Drive, in Parma, Cuyahoga
County, Ohio, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Parma
Property include an Outback
Steak House, a Red Lobster, an
Olive Garden, an Arby's, a
Denny's and a local
restaurant.
<PAGE>
GROUND ROUND (10) $1,439,551 10/20/97 10/2017; $147,554 (11) at any time
(the "Reading Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Reading Property is
located on the west side of
Fifth Street Highway at the
entrance to the Fairgrounds
Mall, in Reading, Berks
County, Pennsylvania, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Reading Property include an
Arby's, a Pizza Hut, a
McDonald's, a Burger King, a
Bojangles, a Taco Bell, a
Ponderosa Steakhouse, a Boston
Market, a Subway Sandwich Shop
and several local restaurants.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $1,036,364 10/20/97 10/2017; $106,227 (11) at any time
(the "Waterloo Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Waterloo Property is
located on the southwest
corner of East San Marnan
Drive and Penneys Street, in
Waterloo, Black Hawk County,
Iowa, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Waterloo
Property include an Olive
Garden, a Lonestar Steak
House, an Applebee's, a Pizza
Hut, a Boston Market, a Long
John Silver's and several
local restaurants.
<PAGE>
GROUND ROUND (10) $1,354,545 10/20/97 10/2017; $138,841 (11) at any time
(the "Wauwatosa Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Wauwatosa Property is
located on the northwest
corner of Mayfair Road and
Blue Mound Road, in Wauwatosa,
Milwaukee County, Wisconsin,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Wauwatosa Property include a
Chili's, an Applebee's, a Taco
Bell, a Pizza Hut and several
local restaurants.
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Lease
Expiration
Property Location and Purchase Date and Renewal Minimum Option
Competition Price (1) Acquired Options Annual Rent (2) Percentage Rent To Purchase
- ------------------------ ---------- ---------- ------------ --------------- --------------- --------------
<S> <C>
GROUND ROUND (10) $1,000,000 11/18/97 11/2017; $102,500 (11) at any time
(the "Ewing Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Ewing Property is located
on the northwest quadrant of
the intersection of North
Olden Avenue and Pennington
Road, in Ewing, Mercer County,
New Jersey, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Ewing
Property include a McDonald's,
an IHOP, an Applebee's, a TGI
Friday's, a Taco Bell, a
Wendy's, a Burger King, and a
Boston Market.
WENDY'S $811,350 11/18/97 11/2017; two 10.25% of Total for each lease at any time
(the "Westlake Village (excluding five-year Cost (4) year, (i) 7% of after the
Property") development renewal annual gross seventh
Restaurant to be constructed costs) options sales minus lease year
(3) (ii) the
The Westlake Village Property minimum annual
is located on the southeast rent for such
quadrant of Thousand Oaks lease year
Boulevard and Lindero Canyon
Road, in Westlake Village, Los
Angeles County, California, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Westlake Village Property
include a McDonald's, a KFC,
and a local restaurant.
</TABLE>
<PAGE>
-10-
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
--------- -------------------
Florissant Property $ 720,000
Folsom Property 700,000
San Antonio Property 1,265,000
Allentown Property 882,000
Colerain Property 532,000
Crystal Property 188,000
Dubuque Property 807,000
Gloucester Property 527,000
Janesville Property 546,000
Kalamazoo Property 710,000
Parma Property 791,000
Reading Property 790,000
Waterloo Property 657,000
Wauwatosa Property 802,000
Ewing Property 683,000
Westlake Village Property 759,000
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the San
Antonio Property, minimum annual rent will become due and payable on
the earlier of (i) 180 days after execution of the lease, (ii) the date
the certificate of occupancy for the restaurant is issued, (iii) the
date the restaurant opens for business to the public, or (iv) the date
the tenant receives from the landlord its final funding of the
construction costs. For the Westlake Village Property, minimum annual
rent will become due and payable on the earlier of (i) 120 days after
execution of the lease, (ii) the date the certificate of occupancy for
the restaurant is issued, (iii) the date the restaurant opens for
business to the public, 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 San Antonio and Westlake Village
Properties, as described above, the tenant shall pay monthly "interim
rent" equal to a specified rate per annum (ranging from 10.25% to 11%)
of the amount funded by the Company in connection with the purchase and
construction of the Properties.
-11-
<PAGE>
(3) The development agreements for the Properties which are to be
constructed, provides 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, development costs, and closing and
acquisition costs) is not expected to, but may, exceed the amount set
forth below:
<TABLE>
<CAPTION>
Property Estimated Maximum Cost Estimated Final Completion Date
--------- ---------------------- --------------------------
<S> <C>
Florissant Property $1,075,539 March 16, 1998
Folsom Property 1,263,239 March 4, 1998
San Antonio Property 1,260,879 April 15, 1998
Westlake Village Property 1,488,479 March 18, 1998
</TABLE>
(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) The lessee of the Florissant and Folsom Properties is the same
unaffiliated lessee.
(6) The Company paid for all construction costs in advance at closing;
therefore, minimum annual rent was determined on the date acquired and
is not expected to change.
(7) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(8) The Company owns the building only for this Property. The Company does
not own the underlying land; although, the Company entered 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.
(9) Base rent shall increase after every five years during the lease term
by the lesser of (i) 10% of the minimum base rent during the preceding
year or (ii) 150% of the percentage change in the Consumer Price Index.
(10) The lessee of the Allentown, Colerain, Crystal, Dubuque, Gloucester,
Janesville, Kalamazoo, Parma, Reading, Waterloo, Wauwatosa and Ewing
Properties is the same unaffiliated lessee.
(11) For each lease year, percentage rent shall be calculated upon the
amount by which gross sales exceed base sales as follows: 6% for an
increase of 0% to 33.33% above base sales, 5.5% for an increase of
33.34% to 66.7% above base sales, and 5% for an increase of 66.8% to
100% above base sales. For increases in gross sales in excess of 100%,
percentage rent shall decrease by .5% for every additional 33.33%
increase above base sales. Base sales are as follows:
Property Base Sales
-------- -------------
Allentown Property $2,085,487
Colerain Property 1,320,076
Crystal Property 1,296,780
Dubuque property 2,430,493
-12-
<PAGE>
Property Base Sales
--------- ------------
Gloucester Property 1,537,500
Janesville Property 1,615,152
Kalamazoo Property 1,615,152
Parma Property 1,910,355
Reading Property 2,459,233
Waterloo Property 1,770,455
Wauwatosa Property 2,314,015
Ewing Property 1,708,333
-13-
<PAGE>
PENDING INVESTMENTS
As of November 18, 1997, the Company had initial commitments to acquire
eight properties, including seven properties consisting of land and building and
one property consisting of building only. 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 eight of these properties are expected
to be entered into on substantially the same terms described in the section of
the Prospectus entitled "Business - Description of Property Leases."
In connection with the IHOP property in Saugus, Massachusetts, the
Company anticipates owning only the building and not the underlying land.
However, the Company anticipates entering into a landlord estoppel agreement
with the landlord of the land and a collateral assignment of the ground lease
with the lessee 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.
-14-
<PAGE>
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
- --------- ----------------- -------------------- ----------------- ------------------
<S> <C>
Boston Market 15 years; five 10.38% of the Company's for each lease year after at any time
Colorado Springs, CO five-year renewal total cost to purchase the the fifth lease year, (i) after the
Existing restaurant options property; increases by 10% 4% of annual gross sales fifth lease
after the fifth lease year minus (ii) the minimum year
and after every five years annual rent for such lease
thereafter during the lease year
term
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Council Bluffs, IA five-year renewal the amount by which annual first through
Restaurant to be options gross sales exceed a to be seventh lease
constructed determined breakpoint years and the
tenth through
fifteenth
lease years
only
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Muskogee, OK five-year renewal the amount by which annual first through
Restaurant to be options gross sales exceed a to be seventh lease
constructed determined breakpoint years and the
tenth through
fifteenth
lease years
only
Ground Round 20 years; five 10.25% of the Company's (5) at any time
Maple Shade, NJ five-year renewal total cost to purchase the after the
Existing restaurant options property seventh lease
year
Ground Round 20 years; five 10.25% of the Company's (5) at any time
Nanuet, NY five-year renewal total cost to purchase the after the
Existing restaurant options property seventh lease
year
IHOP (3) (4) 11.78% of the Company's for each lease year, (i) 3% at any time
Saugus, MA total cost to purchase the of annual gross sales minus after the
Existing restaurant building; increases by (ii) the minimum annual fifth lease
5.81% after the fifth lease rent for such lease year year
year, 4.66% after the tenth
lease year, and 2.83% after
the fifteenth lease year
<PAGE>
Jack in the Box 18 years; four 10.25% of Total Cost (1); for each lease year, (i) 5% at any time
Los Angeles, CA five-year renewal increases by 8% after the of annual gross sales minus after the
Restaurant to be options fifth lease year and after (ii) the minimum annual seventh lease
constructed every five years thereafter rent for such lease year year (2)
during the lease term
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Lease Term and Option to
Property Renewal Options Minimum Annual Rent Percentage Rent Purchase
- --------- ----------------- -------------------- -------------------------- ----------------
<S> <C>
Ruby Tuesday's 20 years; two 11% of Total Cost (1); for each lease year, (i) 6% at any time
Georgetown, KY five-year renewal increases by 10% after the of annual gross sales minus after the
Restaurant to be options fifth lease year and after (ii) the minimum annual seventh lease
constructed every five years thereafter rent for such lease year at year
during the lease term any time after the seventh
lease year
</TABLE>
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) In the event the Company purchases the property directly from the
lessee, the lessee will have no option to purchase the property.
(3) 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 landlord estoppel agreement with the
landlord of the land and a collateral assignment of the ground lease
with the lessee in order to provide the Company with certain rights
with respect to the land on which the building is located.
(4) The lease term shall expire upon the earlier of (i) the date 20 years
from the date of closing, (ii) the expiration of the original term of
the ground lease, or (iii) the earlier termination of the ground lease.
(5) For each lease year, percentage rent shall be calculated upon the
amount by which gross sales exceed a to be determined breakpoint (base
sales) as follows; 6% for an increase of 0% to 33.33% above base sales,
5.5% for an increase of 33.34% to 66.7% above base sales, and 5% for an
increase of 66.8% to 100% above base sales. For increases in gross
sales in excess of 100%, percentage rent shall decrease by .5% for
every additional 33.33% increase above base sales.
-16-
<PAGE>
BORROWING
Between October 4, 1997 and November 18, 1997, the Company obtained
four advances totalling $1,315,142 under the Line of Credit. The proceeds of
these advances were used to acquire Equipment for four restaurant properties,
one in each of Rapid City, South Dakota; London, Kentucky; Guadalupe, Arizona;
and Sparta, Tennessee.
In addition, on November 14, 1997, the Company used $19 million of
uninvested net offering proceeds to repay a portion of the balance outstanding
under the Line of Credit in order to reduce interest expense incurred by the
Company pending the investment of such offering proceeds in Properties or
Mortgage Loans.
-17-
<PAGE>
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
BEFORE DIVIDENDS PAID DEDUCTION
CNL AMERICAN PROPERTIES FUND, INC.
PROPERTIES ACQUIRED FROM OCTOBER 4, 1997
THROUGH NOVEMBER 18, 1997
For the Year Ended December 31, 1996 (Unaudited)
The following schedule presents unaudited estimated taxable operating
results before dividends paid deduction of each Property acquired by the Company
from October 4, 1997 through November 18, 1997. The statement presents unaudited
estimated taxable operating results for each Property that was operational as if
the Property had been acquired and operational on January 1, 1996 through
December 31, 1996. 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.
<TABLE>
<CAPTION>
Jack in the Box Jack in the Box On The Border Ground Round
Florissant, MO (6) Folsom, CA (6) San Antonio, TX Allentown, PA (7)
------------------ --------------- --------------- -----------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) (5) (5) (5) $125,128
Asset Management Fees (2) (5) (5) (5) (7,322)
General and Administrative
Expenses (3) (5) (5) (5) (7,758)
--------
Estimated Cash Available from
Operations (5) (5) (5) 110,048
Depreciation and Amortization
Expense (4) (5) (5) (5) (22,607)
--------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction (5) (5) (5) $ 87,441
========
</TABLE>
See Footnotes
-18-
<PAGE>
<TABLE>
<CAPTION>
Ground Round Ground Round Ground Round Ground Round
Colerain, OH (7) Crystal, MN (7) Dubuque, IA (7) Gloucester, NJ(7)
----------------- --------------- --------------- -----------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) $ 79,205 $ 77,807 $145,830 $ 92,250
Asset Management Fees (2) (4,633) (4,552) (8,533) (5,397)
General and Administrative
Expenses (3) (4,911) (4,824) (9,041) (5,720)
-------- -------- -------- --------
Estimated Cash Available from
Operations 69,661 68,431 128,256 81,133
Depreciation and Amortization
Expense (4) (13,658) (4,824) (20,701) (13,511)
-------- -------- -------- --------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 56,003 $ 63,607 $107,555 $ 67,622
======== ======== ======== ========
See Footnotes
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Ground Round Ground Round Ground Round Ground Round
Janesville, WI (7) Kalamazoo, MI (7) Parma, OH(7) Reading, PA(7)
------------------ ----------------- ------------ --------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) $ 96,909 $ 96,909 $114,614 $147,554
Asset Management Fees (2) (5,670) (5,670) (6,706) (8,634)
General and Administrative
Expenses (3) (6,008) (6,008) (7,106) (9,148)
-------- -------- -------- --------
Estimated Cash Available from
Operations 85,231 85,231 100,802 129,772
Depreciation and Amortization
Expense (4) (14,015) (18,201) (20,290) (20,254)
-------- -------- -------- --------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 71,216 $ 67,030 $ 80,512 $109,518
======== ======== ======== ========
</TABLE>
See Footnotes
-20-
<PAGE>
<TABLE>
<CAPTION>
Ground Round Ground Round Ground Round Wendy's
Waterloo, IA (7) Wauwatosa, WI (7) Ewing, NJ (7) Westlake Village, CA
---------------- ----------------- ------------- --------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) $106,227 $138,841 $102,500 (5)
Asset Management Fees (2) (6,215) (8,124) (5,997) (5)
General and Administrative
Expenses (3) (6,586) (8,608) (6,355) (5)
-------- -------- --------
Estimated Cash Available from
Operations 93,426 122,109 90,148 (5)
Depreciation and Amortization
Expense (4) (16,846) (20,557) (17,518) (5)
-------- -------- --------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 76,580 $101,552 $ 72,630 (5)
======== ======== ========
</TABLE>
See Footnotes
-21-
<PAGE>
Total
-----
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) $1,323,774
Asset Management Fees (2) (77,453)
General and Administrative
Expenses (3) (82,073)
----------
Estimated Cash Available from
Operations 1,164,248
Depreciation and Amortization
Expense (4) (202,982)
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 961,266
==========
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 each Property has been depreciated on the
straight-line method over 39 years.
-22-
<PAGE>
(5) The Property is under construction for the period presented. 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
------- ----------------------------------
Florissant Property March 16, 1998
Folsom Property March 4, 1998
San Antonio Property April 15, 1998
Westlake Village Property March 18, 1998
(6) The lessee of the Florissant and Folsom Properties is the same
unaffiliated lessee.
(7) The lessee of the Allentown, Colerain, Crystal, Dubuque, Gloucester,
Janesville, Kalamazoo, Parma, Reading, Waterloo, Wauwatosa and Ewing
Properties is the same unaffiliated lessee.
-23-
