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 January 21,
1998. 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 January 21, 1998, 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 January 21, 1998, 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 January 21, 1998, the Company had received
subscription proceeds of $222,556,652 (22,255,665 Shares), including $1,872,648
(187,265 Shares) issued pursuant to the Reinvestment Plan, from 10,015
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 $201,341,000. As of January 21, 1998, the Company had invested or
committed for investment approximately $278,496,000 of aggregate net proceeds
from the Initial Offering and this offering in 246 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 $56,889,000 in aggregate net
offering proceeds available for investment in Properties and Mortgage Loans. As
of January 21, 1998, $10,015,049 of the Net Offering Proceeds from this offering
had been incurred as Acquisition Fees to the Advisor.
BUSINESS
Property Acquisitions
Between January 1, 1998 and January 21, 1998, the Company acquired two
Properties consisting of land and building. These Properties are two Golden
Corral Properties (one in each of Dubuque, Iowa; and Edmond, Oklahoma).
In connection with the purchase of the two Golden Corral Properties
which are land and building, the Company, as lessor, entered into long-term
lease agreements with an unaffiliated lessee. The general terms of the lease
agreements are described in the section of the Prospectus entitled "Business -
Description of Property Leases." In addition, in connection with the purchase of
these Properties, which are 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."
January 27, 1998 Prospectus Dated April 18, 1997
<PAGE>
The following table sets forth the location of the two Properties
consisting of land and building, acquired by the Company, from January 1, 1998
through January 21, 1998, 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 January 1, 1998 through January 21, 1998
<TABLE>
<CAPTION>
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
- ----------- --------- -------- --------------- --------------- --------------- -----------
<S> <C>
Golden Corral (6) $520,186 01/20/98 07/2013; four 10.75% of Total for each lease during the
(the "Dubuque #2 excluding five-year Cost (4) year, 5% of first through
Property") development renewal options the amount by seventh
Restaurant to be costs) (3) which annual lease years
constructed gross sales and the
exceed tenth
The Dubuque #2 $2,833,105 (5) through
Property is located on fifteenth
the northeast corner of lease years
the intersection of only
Northwest Arterial and
Chavenelle Road, in
Dubuque, Dubuque
County, Iowa, in an
area of mixed retail,
commercial, and
residential
development.
-3-
<PAGE>
Golden Corral (6) $546,484 01/20/98 07/2013; four 10.75% of Total for each lease during the
(the "Edmond (excluding five-year Cost (4) year, 5% of first through
Property") development renewal options the amount by seventh
Restaurant to be costs) (3) which annual lease years
constructed gross sales and the
exceed tenth
The Edmond Property $2,776,470 (5) through
is located on the fifteenth
northwest corner of lease years
Broadway Extension only
and Comfort Drive, in
Edmond, Oklahoma
County, Oklahoma, in
an area of mixed
retail, commercial,
and residential
development. Other
fast-food and family-
style restaurants
located in proximity
to the Edmond Property
include an Applebee's,
a Chili's, an Outback
Steakhouse, a Perkins,
a Chick-Fil-A, a Taco
Bell, a McDonald's, a
Burger King, a Hardee's,
and several local
restaurants.
</TABLE>
-4-
<PAGE>
- ---------------------
FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of each of the construction Properties acquired, once
the buildings are constructed, is set forth below:
Property Federal Tax Basis
-------- -----------------
Dubuque #2 Property $1,074,000
Edmond Property 1,012,000
(2) For the Dubuque #2 and Edmond 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. During the period commencing with the effective
date of the lease to the date minimum annual rent becomes payable for
the Dubuque #2 and Edmond 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 Properties shall
accrue and be payable in a single lump sum at the time of final funding
of the construction costs.
(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>
Dubuque #2 Property $1,647,329 July 19, 1998
Edmond Property 1,616,169 July 19, 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) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(6) The lessee of the Dubuque #2 and Edmond Properties is the same
unaffiliated lessee.
-5-
<PAGE>
Pending Investments
As of January 21, 1998, the Company had initial commitments to acquire
11 properties, including nine properties consisting of land and building and two
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 eleven 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.
In connection with one of the Shoney's properties in Phoenix, Arizona,
the Company anticipates owning only the building and not the underlying land.
However, the Company anticipates entering into a tri- party agreement with the
lessee and the landlord of the land in order to provide the Company with certain
rights with respect to the land on which the building is located.
Set forth below are summarized terms expected to apply to the leases
for each of the properties. More detailed information relating to a property and
its related lease will be provided at such time, if any, as the property is
acquired.
-6-
<PAGE>
<TABLE>
<CAPTION>
Lease Term and Option to
Property Renewal Options Minimum Annual Rent Percentage Rent Purchase
- -------- --------------- ------------------- --------------- --------
<S> <C>
Boston Market 15 years; five five- 10.38% of the Company's for each lease year at any time after
Colorado Springs, CO year renewal options total cost to purchase the after the fifth lease the fifth lease
Existing restaurant property; increases by 10% year, (i) 4% of annual year
after the fifth lease year gross sales minus (ii)
and after every five years the minimum annual rent
thereafter during the lease for such lease year
term
Ground Round 20 years; five five- 10.25% of the Company's (2) at any time after
Maple Shade, NJ year renewal options total cost to purchase the the seventh lease
Existing restaurant property year
IHOP (3) (4) 11.78% of the Company's for each lease year, (i) 3% at any time after
Saugus, MA total cost to purchase the of annual gross sales minus the fifth lease
Existing restaurant building; increases by 5.81% (ii) the minimum annual rent year
after the fifth lease year, for such lease year
4.66% after the tenth lease
year, and 2.83% after the
fifteenth lease year
Jack in the Box 18 years; four five- 10% of Total Cost (1); None at any time after
Los Angeles, CA (#4) year renewal options increases by 8% after the the seventh lease
Restaurant to be fifth lease year and after year (5)
constructed every five years thereafter
during the lease term
Jack in the Box 18 years; four five- 10% of Total Cost (1); None at any time after
Waxahachie, TX year renewal options increases by 8% after the the seventh lease
Restaurant to be fifth lease year and after year (5)
constructed every five years thereafter
during the lease term
Ruby Tuesday's 20 years; two five- 11% of Total Cost (1); for each lease year, (i) at any time after
Georgetown, KY year renewal options increases by 10% after the 6% of annual gross sales the seventh lease
Restaurant to be fifth lease year and after minus (ii) the minimum year
constructed every five years thereafter annual rent for such lease
during the lease term year at any time after the
seventh lease year
Ruby Tuesday's 20 years; two five- 11% of Total Cost (1); for each lease year, (i) at any time after
Somerset, KY year renewal options increases by 10% after the 6% of annual gross sales the seventh lease
Restaurant to be fifth lease year and after minus (ii) the minimum year
constructed every five years thereafter annual rent for such lease
during the lease term year
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Lease Term and Option to
Property Renewal Options Minimum Annual Rent Percentage Rent Purchase
- -------- --------------- ------------------- --------------- --------
<S> <C>
Shoney's 20 years; two five- 11% of Total Cost (1); for each lease year, (i) at any time after
Phoenix, AZ (#4) year renewal options increases by 10% after the 6% of annual gross sales the seventh lease
Restaurant to be fifth lease year and after minus (ii) the minimum year
renovated every five years thereafter annual rent for such lease
during the lease term year
Shoney's (6) (7) 11% of Total Cost (1); for each lease year, (i) 2.5% at any time after
Phoenix, AZ (#5) increases by 10% after the of annual gross sales minus the seventh lease
Restaurant to be fifth lease year and after (ii) the minimum annual rent year
constructed every five years thereafter for such lease year
during the lease term
Tumbleweed Southwest 20 years; two five- 11% of Total Cost (1); for each lease year, (i) 5% of at any time after
Mesquite Grill & Bar year renewal options increases by 10% after the annual gross sales minus (ii) the the seventh lease
Clarksville, TN fifth lease year and after minimum annual rent for such year
Restaurant to be every five years thereafter lease year
constructed during the lease term
Tumbleweed Southwest 20 years; two five- 11% of Total Cost (1); for each lease year, (i) 5% of at any time after
Mesquite Grill & Bar year renewal options increases by 10% after the annual gross sales minus (ii) the the seventh lease
Hermitage, TN fifth lease year and after minimum annual rent for such year
Restaurant to be every five years thereafter lease year
constructed during the lease term
</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) 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.
(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.
-8-
<PAGE>
(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) In the event the Company purchases the property directly from the
lessee, the lessee will have no option to purchase the property.
(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 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.
(7) The lease term shall expire upon the earlier of (i) the expiration of
the original term of the ground lease, or (ii) the earlier termination
of the ground lease.
-9-
<PAGE>
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
BEFORE DIVIDENDS PAID DEDUCTION
CNL AMERICAN PROPERTIES FUND, INC.
PROPERTIES ACQUIRED FROM JANUARY 1, 1998
THROUGH JANUARY 21, 1998
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 January 1, 1998 through January 21, 1998. 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.
Golden Corral Golden Corral
Dubuque #2, IA Edmond, OK
-------------- ----------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Base Rent (1) (5) (5)
Asset Management Fees (2) (5) (5)
General and Administrative
Expenses (3) (5) (5)
Estimated Cash Available from
Operations (5) (5)
Depreciation and Amortization
Expense (4) (5) (5)
Estimated Taxable Operating
Results Before Dividends
Paid Deduction (5) (5)
- --------------------
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
-10-
<PAGE>
(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.
(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
-------- -------------------------------
Dubuque #2 Property July 19, 1998
Edmond Property July 19, 1998
(6) The Lessee of the Dubuque #2 and Edmond Properties is the same
unaffiliated lessee.
-11-
