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 July 18,
1997. This Supplement replaces the Supplements dated July 22, 1997, July 25,
1997 and August 8, 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 August 21, 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 August 21, 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 August 21, 1997, the Company had received
subscription proceeds of $105,315,594 (10,531,559 Shares), including $643,293
(64,329 Shares) issued pursuant to the Reinvestment Plan, from 4,927
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 $94,372,000. As of August 21, 1997, the Company had invested or
committed for investment approximately $220,692,000 of aggregate net proceeds
from the Initial Offering and this offering in 203 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 three
additional properties through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $7,725,000 in aggregate net
offering proceeds available for investment in Properties and Mortgage Loans. As
of August 21, 1997, $4,739,202 of the Net Offering Proceeds from this offering
had been incurred as Acquisition Fees to the Advisor.
BUSINESS
PROPERTY ACQUISITIONS
Between July 3, 1997 and August 21, 1997, the Company acquired 25
Properties, including 24 Properties consisting of land and building and one
Property consisting of building only. These Properties are six Arby's Properties
(one in each of Lexington, Greensboro, Greenville, Jonesville, Kernersville, and
Kinston, North Carolina), two Boston Market Properties (one in each of Newport
News, Virginia, and Edgewater, Colorado), six IHOP Properties (one in each of
Houston, Lake Jackson and Victoria, Texas, and Stockbridge, Georgia, Elk Grove,
California, and Loveland, Colorado), two Jack in the Box Properties (one in each
of Woodland and West Sacramento, California), five Tumbleweed Southwest Mesquite
Grill & Bar Properties (one in each of Lawrence, Kansas, Cookeville,
Hendersonville, Nashville, and Murfreesboro, Tennessee), two Golden Corral
Properties (one in each of Duncan, Oklahoma, and Fort Walton Beach, Florida),
one Ruby Tuesday's Property (in London, Kentucky) and one Shoney's Property (in
Las Vegas, Nevada). For information regarding the Properties acquired by the
Company prior to July 3, 1997, see the Prospectus dated April 18, 1997 and the
Prospectus Supplement dated July 18, 1997.
August 26, 1997 Prospectus Dated April 18, 1997
<PAGE>
In connection with the purchase of the six Arby's Properties, the two
Boston Market Properties, the six IHOP Properties, the two Jack in the Box
Properties, the two Golden Corral Properties, the Ruby Tuesday's Property, the
Shoney's Property and four of the Tumbleweed Southwest Mesquite Grill & Bar
Properties in Lawrence, Kansas, Cookeville, Nashville, and Murfreesboro,
Tennessee, 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 or renovated, 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."
The purchase price for the Shoney's Property in Las Vegas, Nevada,
includes a development fee of $73,191 to an Affiliate of the Advisor for
services provided in connection with the development of the Property. The
Company considers development fees, to the extent that they are paid to
Affiliates, to be Acquisition Fees. Such development fees must be approved by a
majority of the Directors (including a majority of the Independent Directors)
not otherwise interested in such transactions, subject to a determination that
such transactions are fair and reasonable to the Company and on terms and
conditions not less favorable to the Company than those available from
unaffiliated third parties and not less favorable than those available from the
Advisor or its Affiliates in transactions with unaffiliated third parties. See
the sections of the Prospectus entitled "Management Compensation" and "Business
- - Site Selection and Acquisition of Properties."
In connection with the Tumbleweed Southwest Mesquite Grill & Bar
Property in Hendersonville, Tennessee, 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 renovated, 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 25 Properties,
including 24 Properties consisting of land and building and one Property
consisting of building only, acquired by the Company, from July 3, 1997 through
August 21, 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 July 3, 1997 through August 21, 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>
ARBY'S (5) $742,536 07/15/97 07/2017; two $74,254; for each lease during the
(the "Lexington Property") five-year increases by year, (i) 4% of seventh and
Existing restaurant renewal 4.14% after the annual gross tenth lease
options third lease sales minus years only
The Lexington Property is year and after (ii) the
located on the east side of every three minimum annual
Cotton Grove Road, north of years rent for such
Interstate 85, in Lexington, thereafter lease year
Davidson County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Lexington
Property include a Burger
King, a Taco Bell, and a
Cracker Barrel.
BOSTON MARKET (6) $1,011,492 07/16/97 07/2012; $104,993; for each lease at any time
(the "Newport News Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% of year
The Newport News Property is year and after annual gross
located on the southwest every five sales minus
corner of the intersection of years (ii) the
Warwick Boulevard and Prince thereafter minimum annual
Drew Road, in Newport News, during the rent for such
Virginia, in an area of mixed lease term lease year
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity, to the Newport News
Property include a Pizza Hut,
a McDonald's, a Hardee's, and
a local restaurant.
</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>
IHOP (7) $1,424,283 07/16/97 07/2017; $144,209; for each lease during the
(the "Houston Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Houston Property is year and after (ii) the end of the
located at the southwest every five minimum annual initial
quadrant of the intersection years rent for such lease term
of FM 1960 and U.S. Highway thereafter lease year
290, in Houston, Harris during the
County, Texas, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Houston
Property include a Kettle's, a
Pizza Inn, a Denny's, a
McDonald's, and a Burger King.
IHOP (7) $1,397,047 07/16/97 07/2017; $141,451; for each lease during the
(the "Stockbridge Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Stockbridge Property is year and after (ii) the end of the
located on the north side of every five minimum annual initial
Stockbridge Road, west of years rent for such lease term
Interstate 675, in thereafter lease year
Stockbridge, Clayton County, during the
Georgia, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Stockbridge
Property include a Chick-Fil-
A, an Applebee's, a
McDonald's, a Wendy's, a Long
John Silver's, 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>
JACK IN THE BOX (8) $963,592 07/16/97 07/2015; $98,768 (7); for each lease at any time
(the "Woodland Property") (3) (9) 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 Woodland Property is after every (ii) the
located on the southeast five years minimum annual
corner of East Main Street and thereafter rent for such
County Road 102, in Woodland, during the lease year (10)
Yolo County, California, in an lease term
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Woodland Property include a
Wendy's, a Taco Bell, a Burger
King, a Denny's, a McDonald's,
and a local restaurant.
JACK IN THE BOX (8) $1,073,031 07/21/97 07/2015; $109,986 (7); for each lease at any time
(the "West Sacramento (3) (9) four five- increases by 8% year, (i) 5% of after the
Property") year renewal after the fifth annual gross seventh
Restaurant to be constructed options lease year and sales minus lease year
after every (ii) the
The West Sacramento Property five years minimum annual
is located on the southeast thereafter rent for such
corner of Sheperd Court and during the lease year (10)
Stillwater Road, in West lease term
Sacramento, Yolo County,
California, in an area of
mixed retail, commercial, and
residential development.
</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>
TUMBLEWEED SOUTHWEST MESQUITE $1,471,967 08/01/97 07/2017; two $161,916 (10); for each lease at any time
GRILL & BAR (11) (3) (12) five-year increases by year, (i) 5% of after the
(the "Cookeville Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Cookeville Property is every five minimum annual
located on the years rent for such
northeast corner of the thereafter lease year
intersection of South during the
Jefferson Avenue and Neal lease term
Lane, in Cookeville, Putnam
County, Tennessee, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Cookeville
Property include a Pizza Hut,
an Arby's, a Wendy's, a
Captain D's, a Shoney's, a
Burger King, a McDonald's, a
Long John Silver's, a
Ponderosa Steak House, a
Cracker Barrel, a Taco Bell, a
Schlotzsky's, a Subway
Sandwich Shop, a Quincy's, a
Ryan's Family Steak House, and
a local restaurant.
</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>
TUMBLEWEED SOUTHWEST MESQUITE $747,664 08/01/97 07/2017; two $100,935 (10); for each lease at any time
GRILL & BAR (11) (13) (3) (12) five-year increases by year, (i) 5% of after the
(the "Hendersonville renewal 10% after the annual gross seventh
Property") options fifth lease sales minus lease year
Restaurant to be renovated year and after (ii) the
every five minimum annual
The Hendersonville Property is years rent for such
located on the northeast thereafter lease year
quadrant of the intersection during the
of East Main Street and lease term
Cherokee Road North, in
Hendersonville, Sumner County,
Tennessee, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the
Hendersonville Property
include a Boston Market, a
Wendy's, a Subway Sandwich
Shop, a Shoney's, an
Applebee's, a Pizza Hut, a
Burger King, and a local
restaurant.
TUMBLEWEED SOUTHWEST MESQUITE $1,448,598 08/01/97 07/2017; two $159,346 (10); for each lease at any time
GRILL & BAR (11) (3) (12) five-year increases by year, (i) 5% of after the
(the "Lawrence Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Lawrence Property is every five minimum annual
located on the years rent for such
east side of Iowa Street thereafter lease year
between West 24th Street and during the
West 25th Street, in Lawrence, lease term
Douglas County, Kansas, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Lawrence Property include an
Applebee's, a Chili's, 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>
TUMBLEWEED SOUTHWEST MESQUITE $1,308,411 08/01/97 07/2017; two $143,925 (10); for each lease at any time
GRILL & BAR (11) (3) (12) five-year increases by year, (i) 5% of after the
(the "Nashville Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Nashville Property is every five minimum annual
located on the west side of years rent for such
Nolensville Road, in thereafter lease year
Nashville, Davidson County, during the
Tennessee, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Nashville
Property include a McDonald's,
a Papa John's Pizza, a Pizza
Hut, and several local
restaurants.
ARBY'S (5) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Greensboro Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Greensboro Property is year and after (ii) the
located on the northeast every three minimum annual
corner of the intersection of years rent for such
South Regional Boulevard and thereafter lease year
Boeing Drive, in Greensboro, during the
Guilford County, North lease term
Carolina, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Greensboro
Property include a Wendy's, a
Hardee's, a McDonald's, a
Shoney's, a Subway Sandwich
Shop, and a local restaurant.
</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>
ARBY'S (5) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Greenville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Greenville Property is year and after (ii) the
located on the north side of every three minimum annual
Greenville Boulevard, south of years rent for such
the Wal-Mart Super Center, in thereafter lease year
Greenville, Pitt County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Greenville
Property include a Perkins, a
McDonald's, an Applebee's, and
a Boston Market.
ARBY'S (5) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Jonesville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Jonesville Property is year and after (ii) the
located on the south side of every three minimum annual
State Highway 67, east of years rent for such
Interstate 77, in Jonesville, thereafter lease year
Yadkin County, North Carolina, during the
in an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Jonesville Property include a
Cracker Barrel, a McDonald's,
a Wendy's, a Shoney's, 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>
ARBY'S (5) $650,000 08/04/97 08/2017; two $65,000; for each lease at any time
(the "Kernersville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Kernersville Property is year and after (ii) the
located on the south side of every three minimum annual
South Main Street, west of years rent for such
Interstate 40, in thereafter lease year
Kernersville, Forsyth County, during the
North Carolina, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Kernersville
Property include a Taco Bell,
and several local restaurants.
ARBY'S (5) $713,636 08/04/97 08/2017; two $71,364; for each lease at any time
(the "Kinston Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Kinston Property is year and after (ii) the
located on the north side of every three minimum annual
West New Bern Road, west of US years rent for such
Highway 258, in Kinston, thereafter lease year
Lenoir County, North Carolina, during the
in an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Kinston Property include a
Subway Sandwich Shop, a
Hardee's, a Golden Corral, and
several local restaurants.
</TABLE>
-10-
<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>
TUMBLEWEED SOUTHWEST MESQUITE $1,425,234 08/05/97 08/2017; two $156,776 (10); for each lease at any time
GRILL & BAR (11) (3) (12) five-year increases by year, (i) 5% of after the
(the "Murfreesboro Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Murfreesboro Property is every five minimum annual
located on the southeast years rent for such
corner of the intersection of thereafter lease year
Northwest Broad Street and during the
South Front Street, in lease term
Murfreesboro, Rutherford
County, Tennessee, in an area
of mixed retail, commercial,
and residential development.
Other fast-foot and family-
style restaurants located in
proximity to the Murfreesboro
Property include a Shoney's, a
Captain D's, a Burger King, a
KFC, a McDonald's, a Subway
Sandwich Shop, and a local
restaurant.
BOSTON MARKET (6) $904,691 08/19/97 08/2012; $93,907; for each lease at any time
(the "Edgewater Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% year
The Edgewater Property is year and after of annual gross
located within the Market every five sales minus
Place Shopping Center on the years (ii) the
west side of Sheridan thereafter minimum annual
Boulevard, in Edgewater, during the rent for such
Jefferson County, Colorado, in lease term lease year
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Edgewater Property include a
Taco Bell, a Fazoli's, an A&W,
a McDonald's, and several
local restaurants.
</TABLE>
-11-
<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>
GOLDEN CORRAL $168,813 08/19/97 08/2012; 10.75% of Total for each lease during the
(the "Duncan Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) options annual gross seventh
The Duncan Property is located (3) sales exceed lease years
on the west side of U.S. $1,956,403 (10) and the
Highway 81, south of State tenth
Road 7, in Duncan, Stephens through
County, Oklahoma, in an area fifteenth
of mixed retail, commercial, lease years
and residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Duncan
Property include a McDonald's,
an Arby's, a Pizza Hut, and
several local restaurants.
GOLDEN CORRAL $570,497 08/19/97 08/2012; 10.75% of Total for each lease during the
(the "Fort Walton Beach (excluding four five- Cost (4) year, 5% of the first
Property") closing year renewal amount by which through
Restaurant to be constructed and options annual gross seventh
development sales exceed lease years
The Fort Walton Beach Property costs) $2,764,503 (10) and the
is located on the southeast (3) tenth
corner of Mary Esther through
Boulevard south of Beal fifteenth
Parkway, in Fort Walton Beach, lease years
Okaloosa County, Florida, in only
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Fort Walton Beach Property
include an Applebee's, a
Burger King, a Chili's, a
Blimpie's, a Fazoli's, a
Krystal Burger, a McDonald's,
a Hardee's, a Wendy's, and a
Sonic Drive-in.
</TABLE>
-12-
<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>
RUBY TUESDAY'S $1,123,720 08/19/97 08/2017; two $123,609 (9); for each lease at any time
(the "London Property") (3) (9) five-year increases by year, (i) 6% of after the
Restaurant to be renovated renewal 10% after the annual gross seventh
options fifth lease sales minus lease year
The London Property is located year and after (ii) the
on the east side of Interstate every five minimum annual
75, on the south side of years rent for such
Highway 192 and Park South thereafter lease year
Road, in London, Laurel during the
County, Kentucky, in an area lease term
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the London
Property include an Arby's, a
Hardee's, a Fazoli's, a
Frisch's Big Boy, a Krystal
Burger, a Burger King, a
Ponderosa Steak House, a Taco
Bell, a Captain D's, and
several local restaurants.
IHOP (7) $1,540,356 08/20/97 08/2017; $155,961; for each lease during the
(the "Elk Grove Property") (excluding three five- increases by year, (i) 4% eleventh
Existing restaurant closing year renewal 10% after the of annual gross lease year
costs) options fifth lease sales minus and at the
The Elk Grove Property is year and after (ii) the end of the
located on the south side of every five minimum annual initial
East Stockton Boulevard, just years rent for such lease term
north of Bond Boulevard and thereafter lease year
east of Route 99, in Elk during the
Grove, Sacramento County, lease term
California, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Elk Grove
Property include a Taco Bell,
an Applebee's, a McDonald's,
and several local restaurants.
</TABLE>
-13-
<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>
IHOP (7) $1,196,060 08/20/97 08/2017; $121,101; for each lease during the
(the "Lake Jackson Property") (excluding three five- increases by year, (i) 4% of eleventh
Existing restaurant closing year renewal 10% after the annual gross lease year
costs) options fifth lease sales minus and at the
The Lake Jackson Property is year and after (ii) the end of the
located on the west side of every five minimum annual initial
State Highway 332, in Lake years rent for such lease term
Jackson, Brazoria County, thereafter lease year
Texas, in an area of mixed during the
retail, commercial, and lease term
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Lake Jackson
Property include a Boston
Market, a Ryan's Family Steak
House, a Pizza Hut, a Burger
King, a Red Lobster, a
Whataburger, a McDonald's, a
Taco Bell, a Chick-Fil-A, and
several local restaurants.
IHOP (7) $1,376,767 08/20/97 08/2017; $139,398; for each lease during the
(the "Loveland Property") (excluding three five- increases by year, (i) 4% eleventh
Existing restaurant closing year renewal 10% after the of annual gross lease year
costs) options fifth lease sales minus and at the
The Loveland Property is year and after (ii) the end of the
located on the south side of every five minimum annual initial
Stone Creek Circle, with years rent for such lease term
visibility from Highway 34 and thereafter lease year
Interstate 25, in Loveland, during the
Larimer County, Colorado, in lease term
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Loveland Property include a
Lonestar Steak House.
</TABLE>
-14-
<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>
IHOP (7) $1,073,262 08/20/97 08/2017; $108,668; for each lease during the
(the "Victoria Property") (excluding three five- increases by year, (i) 4% of eleventh
Existing restaurant closing year renewal 10% after the annual gross lease year
costs) options fifth lease sales minus and at the
The Victoria Property is year and after (ii) the end of the
located on the north side of every five minimum annual initial
Lentz Parkway west of U.S. years rent for such lease term
Highway 77, in Victoria, thereafter lease year
Victoria County, Texas, in an during the
area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Victoria Property include a
Denny's, a Red Lobster, a Taco
Bell, a McDonald's, a Ryan's
Family Steak House, a Sonic
Drive-in, and several local
restaurants.
SHONEY'S $799,047 08/20/97 08/2017; two 11% of Total for each lease at any time
(the "Las Vegas Property") (excluding five-year Cost (4); year, (i) 6% after the
Restaurant to be constructed development renewal increases by of annual gross seventh
costs) options 10% after the sales minus lease year
The Las Vegas Property is (3) fifth lease (ii) the
located on the west side of year and after minimum annual
Rock Springs Drive, north of every five rent for such
Lake Mead Drive, in Las Vegas, years lease year
Clark County, Nevada, in an thereafter
area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Las Vegas Property include a
Boston Market, a Wendy's, an
Arby's, a Chili's, a Macaroni
Grill, a Tony Roma's, a
McDonald's, and an In and Out
Burgers.
</TABLE>
-15-
<PAGE>
- --------------------
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
Lexington Property $ 462,000
Newport News Property 584,000
Houston Property 888,000
Stockbridge Property 705,000
Woodland Property 661,000
West Sacramento Property 612,000
Cookeville Property 1,026,000
Hendersonville Property 779,000
Lawrence Property 1,019,000
Nashville Property 946,000
Greensboro Property 403,000
Greenville Property 488,000
Jonesville Property 538,000
Kernersville Property 411,000
Kinston Property 483,000
Murfreesboro Property 973,000
Edgewater Property 625,000
Duncan Property 931,000
Fort Walton Beach Property 983,000
London Property 828,000
Elk Grove Property 1,036,000
Lake Jackson Property 799,000
Loveland Property 960,000
Victoria Property 810,000
Las Vegas Property 939,000
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the Duncan
and Fort Walton Beach Properties, 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, or (iii) the date the restaurant opens for business to the
public. For the Las Vegas 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. During the period commencing with
the effective date of the lease to the date minimum annual rent becomes
payable for the Duncan and Fort Walton Beach Properties, as described
above, interim rent equal to ten percent per annum of the amount funded
by the Company in connection with the purchase and construction of the
- 16 -
<PAGE>
Properties shall accrue and be payable in a single lump sum at the time
of 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 Las Vegas 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 or renovated, provides that construction or renovation 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>
Woodland Property $ 963,592 January 12, 1998
West Sacramento Property 1,073,031 January 17, 1998
Cookeville Property 1,471,963 July 31, 1998
Hendersonville Property 747,664 July 31, 1998
Lawrence Property 1,448,598 July 31, 1998
Nashville Property 1,308,411 July 31, 1998
Murfreesboro Property 1,425,234 August 4, 1998
Duncan Property 1,158,457 February 15, 1998
Fort Walton Beach Property 1,609,490 February 15, 1998
London Property 1,123,720 November 17, 1997
Las Vegas Property 1,577,243 February 16, 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 Lexington, Greensboro, Greenville, Jonesville,
Kernersville and Kinston Properties is the same unaffiliated lessee.
(6) The lessee of the Newport News and Edgewater Properties is the same
unaffiliated lessee.
(7) The lessee of the Houston, Stockbridge, Elk Grove, Lake Jackson,
Loveland and Victoria Properties is the same unaffiliated lessee.
(8) The lessee of the Woodland and West Sacramento Properties is the same
unaffiliated lessee.
(9) The Company paid for all construction or renovation costs in advance at
closing; therefore, minimum annual rent was determined on the date
acquired and is not expected to change.
(10) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(11) The lessee of the Cookeville, Hendersonville, Lawrence, Nashville and
Murfreesboro Properties is the same unaffiliated lessee.
- 17 -
<PAGE>
(12) The Company paid for all construction or renovation costs in advance at
closing; therefore, minimum annual rent was determined on the date
acquired and is not expected to change. In accordance with the lease
agreement, these Properties are being converted from Barb Wires
Steakhouse & Saloon restaurants to Tumbleweed Southwest Mesquite Grill
& Bar restaurants. Renovation of the Properties is expected to be
completed within 365 days of the effective date of the lease. The
Properties are expected to remain operational during renovations.
(13) 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.
- 18 -
<PAGE>
BORROWING AND SECURED EQUIPMENT LEASES
Between July 3, 1997 and August 21, 1997, the Company obtained one
advance totalling $91,641 under its $15,000,000 Loan. This advance was the final
advance relating to the acquisition of Equipment for the restaurant property in
Suisun City, California.
PENDING INVESTMENTS
As of August 21, 1997, the Company had initial commitments to acquire
18 properties, including 12 properties consisting of land and building and six
properties 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 18 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 three Black-eyed Pea properties in Phoenix,
Arizona, the one in Tucson, Arizona, and the IHOP property in Saugus,
Massachusetts, the Company anticipates owning only the buildings and not the
underlying land. However, the Company anticipates entering into landlord
estoppel agreements with the landlords of the land and collateral assignments of
the ground leases with the lessees in order to provide the Company with certain
rights with respect to the land on which the buildings are located.
In connection with the On The Border property in San Antonio, Texas,
the Company anticipates owning only the building and not the underlying land.
However, the Company anticipates entering into a triparty 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.
- 19 -
<PAGE>
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
- -------- ---------------- ---------------------- ---------------- -------------------
<S> <C>
Black-eyed Pea 20 years; two 10.50% of the Company's for each lease year, (i) 5% during the
Mesa, AZ five-year renewal total cost to purchase the of annual gross sales minus eighth, tenth,
Existing restaurant options property; increases by 10% (ii) the minimum annual and twelfth
after the tenth lease year rent for such lease year lease years
and after every five years only
thereafter during the lease
term
Black-eyed Pea (6) 9 years 16.85% of the Company's None (7)
Phoenix, AZ (#1) total cost to purchase the
Existing restaurant building
Black-eyed Pea (6) 11 years 15.49% of the Company's None (7)
Phoenix, AZ (#2) total cost to purchase the
Existing restaurant building
Black-eyed Pea (6) 12 years 14.69% of the Company's None (7)
Phoenix, AZ (#3) total cost to purchase the
Existing restaurant building
Black-eyed Pea (6) 13 years 14.13% of the Company's None (7)
Tucson, AZ total cost to purchase the
Existing restaurant building
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
Boston Market 15 years; five 10.38% of the Company's for each lease year after at any time
Hoover, AL five-year renewal total cost to purchase the the fifth lease year, (i) after the
Existing restaurant options property; increases by 10% 5% 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
</TABLE>
- 20 -
<PAGE>
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
- -------- ---------------- ---------------------- ---------------- -------------------
<S> <C>
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Mobile, AL 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
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Olathe, KS 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
Palatka, FL 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
IHOP (6) (8) 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
</TABLE>
- 21 -
<PAGE>
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
- -------- ---------------- ---------------------- ---------------- -------------------
<S> <C>
Jack in the Box 18 years; four 10.25% of Total Cost (1); for each lease year, (i) 5% at any time
Florissant, MO 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
Jack in the Box 18 years; four 10.25% of Total Cost (1); for each lease year, (i) 5% at any time
Folsum, 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
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
On The Border (3) (4); three five- 13.64% of Total Cost (1); for each lease year, (i) 4% at any time
San Antonio, TX year renewal (5) of annual gross sales minus after the
Restaurant to be options (ii) the minimum annual tenth lease
constructed rent for such lease year year
TGI Friday's 20 years; four 10.75% of Total Cost (1); for each lease year, (i) 6% at any time
Superstition Springs, five-year renewal increases by 10% after the of annual gross sales minus after the
AZ options fifth lease year and after (ii) the minimum annual seventh lease
Restaurant to be every five years thereafter rent for such lease year year
constructed during the lease term
Wendy's 20 years; two 10.25% of Total Cost (1) for each lease year, (i) 7% at any time
Westlake Village, CA five-year renewal of annual gross sales minus after the
Restaurant to be options (ii) the minimum annual seventh lease
constructed rent for such lease year 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.
- 22 -
<PAGE>
(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 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.
(4) The lease term shall expire upon the earlier of (i) the date 15 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) 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.
(6) 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.
(7) The Company anticipates conveying the building to the tenant at the end
of the lease term for $1.
(8) 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.
- 23 -
<PAGE>
BORROWING
On August 20, 1997, the Company's Loan was amended and restated to
enable the Company to receive advances on a revolving $35,000,000 unsecured line
of credit (the "Line of Credit") to purchase and develop Properties and to fund
Mortgage Loans and Secured Equipment Leases. The advances will bear interest at
a rate of LIBOR plus 1.65% or the bank's prime rate, whichever the Company
selects at the time of borrowing. Interest only will be repayable monthly until
July 31, 1999, at which time all remaining interest and principal shall be due.
The Line of Credit will provide for two one-year renewal options.
The Line of Credit will provide short-term financing which the Company
anticipates will be repaid using additional offering proceeds and payments
received from Secured Equipment Leases, or refinanced on a long-term basis. The
Company will not encumber Properties in connection with the Line of Credit.
Management believes that during the offering period the Line of Credit will
allow the Company to make investments in Properties that the Company otherwise
would be forced to delay until it raised a sufficient amount of proceeds from
the sale of Shares to allow the Company to make the investments. By eliminating
this delay the Company will also eliminate the risk that these investments will
no longer be available, or the terms of the investment will be less favorable,
when the Company has raised sufficient offering proceeds. Alternatively,
Affiliates of the Advisor could make such investments, pending receipt by the
Company of sufficient offering proceeds, in order to preserve the investment
opportunities for the Company. However, Properties acquired by the Company in
this manner would be subject to closing costs both on the original purchase by
the Affiliate and on the subsequent purchase by the Company, which would
increase the amount of expenses associated with the acquisition of Properties
and reduce the amount of offering proceeds available for investment in
income-producing assets. Management believes that the use of Line of Credit by
the Company will enable the Company to reduce or eliminate the instances in
which the Company will be required to pay duplicate closing costs.
The Board of Directors does not anticipate that the Company will borrow
funds, other than the Line of Credit and any additional financing the Board of
Directors may determine to obtain to fund Secured Equipment Leases or to
purchase and develop properties. The Company may also borrow funds for the
purpose of preserving its status as a REIT. For example, the Company may borrow
to the extent necessary to permit the Company to make Distributions required in
order to enable the Company to qualify as a REIT for federal income tax
purposes; however, the Company will not borrow for the purpose of returning
capital to the stockholders unless necessary to eliminate corporatelevel tax to
the Company. Until Listing occurs, the Company will not encumber Properties in
connection with any borrowing. If Listing occurs, however, the Board of
Directors may elect to cause the Company to borrow funds in connection with the
purchase of additional Properties or for other Company purposes and to encumber
any or all of the Company's Properties in connection with any such borrowing.
The aggregate borrowing of the Company, secured and unsecured, shall be
reasonable in relation to Net Assets of the Company and shall
- 24 -
<PAGE>
be reviewed by the Board of Directors at least quarterly. The Board of Directors
anticipates that the aggregate amount of any borrowing will not exceed 50% of
Real Estate Asset Value, although the maximum amount of borrowing in relation to
Net Assets, in the absence of a satisfactory showing that a higher level of
borrowing is appropriate, shall not exceed 300% of Net Assets (an amount which
the Company anticipates will correspond to approximately 75% of Real Estate
Asset Value). Any excess in borrowing over such 300% level shall occur only with
approval by a majority of the Independent Directors and will be disclosed and
explained to stockholders in the first quarterly report of the Company prepared
after such approval occurs.
- 25 -
<PAGE>
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
CNL AMERICAN PROPERTIES FUND, INC.
PROPERTIES ACQUIRED FROM JULY 3, 1997
THROUGH AUGUST 21, 1997
For a 12-Month Period (Unaudited)
The following schedule presents unaudited estimated taxable operating
results of each Property acquired by the Company from July 3, 1997 through
August 21, 1997, 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.
<TABLE>
<CAPTION>
Arby's Boston Market IHOP IHOP
Lexington, NC (6) Newport News, VA (7) Houston, TX (8) Stockbridge, GA (8)
----------------- --------------------- --------------- -------------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) $74,254 $104,993 $144,209 $141,451
Asset Management Fees (2) (4,449) (6,013) (8,519) (8,356)
General and Administrative
Expenses (3) (4,604) (6,510) (8,941) (8,770)
-------- -------- -------- --------
Estimated Cash Available from
Operations 65,201 92,470 126,749 124,325
Depreciation and Amortization
Expense (4) (11,835) (14,977) (22,764) (18,066)
-------- -------- -------- --------
Estimated Taxable Operating
Results $ 53,366 $ 77,493 $103,985 $106,259
======== ======== ======== ========
</TABLE>
See Footnotes
- 26 -
<PAGE>
<TABLE>
<CAPTION>
Tumbleweed Southwest Tumbleweed Southwest
Jack in the Box Jack in the Box Mesquite Grill & Bar Mesquite Grill & Bar
Woodland, CA (9) West Sacramento, CA (9) Cookeville, TN (10) Hendersonville, TN(10)
----------------- ----------------------- -------------------- ----------------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) (5) (5) (5) (5)
Asset Management Fees (2) (5) (5) (5) (5)
General and Administrative
Expenses (3) (5) (5) (5) (5)
Estimated Cash Available from
Operations (5) (5) (5) (5)
Depreciation and Amortization
Expense (4) (5) (5) (5) (5)
Estimated Taxable Operating
Results (5) (5) (5) (5)
See Footnotes
</TABLE>
- 27 -
<PAGE>
<TABLE>
<CAPTION>
Tumbleweed Southwest Tumbleweed Southwest
Mesquite Grill & Bar Mesquite Grill & Bar Arby's Arby's
Lawrence, KS (10) Nashville, TN (10) Greensboro, NC(6) Greenville, NC(6)
-------------------- -------------------- ----------------- -----------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) (5) (5) $72,727 $72,727
Asset Management Fees (2) (5) (5) (4,358) (4,358)
General and Administrative
Expenses (3) (5) (5) (4,509) (4,509)
------- -------
Estimated Cash Available from
Operations (5) (5) 63,860 63,860
Depreciation and Amortization
Expense (4) (5) (5) (10,335) (12,519)
------- -------
Estimated Taxable Operating
Results (5) (5) $53,525 $51,341
======= =======
</TABLE>
See Footnotes
- 28 -
<PAGE>
<TABLE>
<CAPTION>
Tumbleweed Southwest
Arby's Arby's Arby's Mesquite Grill & Bar
Jonesville, NC (6) Kernersville, NC(6) Kinston, NC (6) Murfreesboro, TN (10)
------------------ ------------------- --------------- ---------------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) $72,727 $65,000 $71,364 (5)
Asset Management Fees (2) (4,358) (3,894) (4,276) (5)
General and Administrative
Expenses (3) (4,509) (4,030) (4,425) (5)
------- ------- -------
Estimated Cash Available from
Operations 63,860 57,076 62,663 (5)
Depreciation and Amortization
Expense (4) (13,786) (10,550) (12,393) (5)
------- ------- -------
Estimated Taxable Operating
Results $50,074 $46,526 $50,270 (5)
======= ======= =======
</TABLE>
See Footnotes
- 29 -
<PAGE>
<TABLE>
<CAPTION>
Boston Market Golden Corral Golden Corral Ruby Tuesday's
Edgewater, CO (7) Duncan, OK (11) Fort Walton Beach, FL (11) London, KY
----------------- --------------- -------------------------- ------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) $93,907 (5) (5) (5)
Asset Management Fees (2) (5,377) (5) (5) (5)
General and Administrative
Expenses (3) (5,822) (5) (5) (5)
-------
Estimated Cash Available from
Operations 82,708 (5) (5) (5)
Depreciation and Amortization
Expense (4) (16,024) (5) (5) (5)
-------
Estimated Taxable Operating
Results $66,684 (5) (5) (5)
=======
</TABLE>
See Footnotes
- 30 -
<PAGE>
<TABLE>
<CAPTION>
IHOP IHOP IHOP IHOP
Elk Grove, CA (8) Lake Jackson, TX (8) Loveland, CO (8) Victoria, TX (8)
----------------- -------------------- ---------------- ----------------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) $155,961 $121,101 $139,398 $108,668
Asset Management Fees (2) (9,215) (7,155) (8,236) (6,420)
General and Administrative
Expenses (3) (9,670) (7,508) (8,643) (6,737)
------- ------- ------- -------
Estimated Cash Available from
Operations 137,076 106,438 122,519 95,511
Depreciation and Amortization
Expense (4) (26,552) (20,476) (24,613) (20,763)
------- ------- ------- -------
Estimated Taxable Operating
Results $110,524 $85,962 $97,906 $74,748
======== ======= ======= =======
</TABLE>
See Footnotes
- 31 -
<PAGE>
<TABLE>
<CAPTION>
Shoney's
Las Vegas, NV Total
------------- ------
<S> <C>
Estimated Taxable Operating
Results
Base Rent (1) (5) $1,438,487
Asset Management Fees (2) (5) (84,984)
General and Administrative
Expenses (3) (5) (89,187)
---------
Estimated Cash Available from
Operations (5) 1,264,316
Depreciation and Amortization
Expense (4) (5) (235,653)
---------
Estimated Taxable Operating
Results (5) $1,028,663
==========
</TABLE>
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.
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<PAGE>
(5) The Property is under construction or renovation for the period
presented. The development agreements for the Properties which are to
be constructed or renovated, provide that construction or renovation
must be completed no later than the dates set forth below:
<TABLE>
<CAPTION>
Property Estimated Final Completion Date
<S> <C>
Woodland Property January 12, 1998
West Sacramento Property January 17, 1998
Cookeville Property July 31, 1998
Hendersonville Property July 31, 1998
Lawrence Property July 31, 1998
Nashville Property July 31, 1998
Murfreesboro Property August 4, 1998
Duncan Property February 15, 1998
Fort Walton Beach Property February 15, 1998
London Property November 17, 1997
Las Vegas Property February 16, 1998
</TABLE>
(6) The lessee of the Lexington, Greensboro, Greenville, Jonesville,
Kernersville and Kinston Properties is the same unaffiliated lessee.
(7) The lessee of the Newport News and Edgewater Properties is the same
unaffiliated lessee.
(8) The lessee of the Houston, Stockbridge, Elk Grove, Lake Jackson,
Loveland and Victoria Properties is the same unaffiliated lessee.
(9) The lessee of the Woodland and West Sacramento Properties is the same
unaffiliated lessee.
(10) The lessee of the Cookeville, Hendersonville, Lawrence, Nashville and
Murfreesboro Properties is the same unaffiliated lessee.
(11) The lessee of the Duncan and Fort Walton Beach Properties is the same
unaffiliated lessee.
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