Rule 424(b)(3)
No. 333-37657
CNL AMERICAN PROPERTIES FUND, INC.
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated May 12, 1998 and the Prospectus Supplements dated August 27,
1998 and October 13, 1998. Capitalized terms used in this Supplement have the
same meaning as in the Prospectus unless otherwise stated herein.
The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its wholly owned subsidiary, CNL APF
Partners, LP.
THE OFFERINGS
Upon completion of its Initial Offering on February 6, 1997, the Company
had received subscription proceeds of $150,591,765 (15,059,177 Shares),
including 59,177 Shares ($591,765) issued pursuant to the Reinvestment Plan.
Following the completion of its Initial Offering, the Company commenced its 1997
Offering of up to 27,500,000 shares and upon completion of such offering on
March 2, 1998, had received subscription proceeds of $251,872,648 (25,187,265
Shares), including 187,265 Shares ($1,872,648) issued pursuant to the
Reinvestment Plan. Net offering proceeds received by the Company from the Prior
Offerings, after deduction of selling commissions, marketing support and due
diligence expense reimbursement fees and offering expenses, totalled
approximately $361,100,000. Following the completion of the 1997 Offering, the
Company commenced this offering of up to 34,500,000 Shares. As of October 30,
1998, the Company had received subscription proceeds of $274,346,562 (27,434,656
Shares), including 310,785 Shares ($3,107,848) issued pursuant to the
Reinvestment Plan in connection with this offering. Net offering proceeds
received by the Company from this offering, after deduction of selling
commissions, marketing support and due diligence expense reimbursement fees and
offering expenses, totalled approximately $248,900,000. As of October 30, 1998,
the Company had invested or committed for investment approximately $467,400,000
of aggregate net proceeds from its offerings in 362 Properties, in providing
mortgage financing through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $142,600,000 in aggregate
net offering proceeds available for investment in Properties and Mortgage Loans.
SUMMARY OF REINVESTMENT PLAN
On October 13, 1998, the Board of Directors elected to terminate the
Company's Reinvestment Plan. The Board of Directors based this decision on (i)
the fact that the Company may issue Shares under the Reinvestment Plan only
pursuant to an effective registration statement, (ii) the likelihood that this
offering will be completed, and the registration statement of which this
Prospectus is a part withdrawn, prior to the next distribution date of the
Company and (iii) a determination that it is not in the best interest of the
Company at this time to obtain the effectiveness of a registration statement
relating solely to the issuance of Shares pursuant to the Reinvestment Plan.
The Board of Directors may determine to reinstate the Reinvestment Plan in
the future subject to obtaining the effectiveness of a registration statement
relating solely to the issuance of Shares pursuant to the Reinvestment Plan.
The Shares offered hereby and previously reserved for issuance pursuant to
the Reinvestment Plan will be available for sale to the public in this offering.
November 13, 1998 Prospectus Dated May 12, 1998
<PAGE>
REDEMPTION OF SHARES
On October 13, 1998, the Board of Directors elected to implement the
Company's Redemption Plan. Under the Redemption Plan, the Company may elect to
redeem Shares, subject to the conditions and limitations described in the
Prospectus as modified by the description below.
At any time, including any time during which the Company is engaged in a
public offering, and prior to such time, if any, as Listing occurs, any
stockholder who purchases Shares in this offering or otherwise from the Company,
may present all or any portion equal to at least 25% of such stockholder's
Shares to the Company for redemption, in accordance with the procedures outlined
in the Prospectus. At such time, the Company may, at its option, use up to the
full amount of proceeds, if any, from the sale of Shares under the Reinvestment
Plan attributable to a calendar quarter to redeem Shares presented for
redemption during such quarter. In addition, the Company may, at its option, use
up to $100,000 per calendar quarter of the proceeds of any public offering of
its Shares to redeem Shares. Any amount of offering proceeds which is available
for redemptions, but which is unused, may be carried over to the next succeeding
calendar quarter for use in addition to the amount of offering proceeds and the
full amount of proceeds from the sale of Shares under the Reinvestment Plan that
would otherwise be available for redemptions. At no time during a 12-month
period, however, may the number of Shares redeemed by the Company exceed 5% of
the number of Shares of the Company's outstanding common stock at the beginning
of such 12-month period, even if the amount of offering proceeds and proceeds
from the sale of Shares under the Reinvestment Plan that would otherwise be
available for redemptions would allow the Company to redeem a greater number of
Shares.
THE ADVISOR AND THE ADVISORY AGREEMENT
THE ADVISORY AGREEMENT
On October 13, 1998, the Board of Directors approved an amendment to the
Advisory Agreement providing for the payment of Acquisition Fees to the Advisor
for acquisitions made by the Company after the completion of this offering and
the investment of all of the proceeds received by the Company from this offering
(the "Offering Completion Date"). After the Offering Completion Date, the
Company intends to continue to expand its Property portfolio by acquiring
additional Properties using funds from its Line of Credit. Under the previous
Advisory Agreement, the Advisor had no incentive to continue providing
acquisition services after the Offering Completion Date because Acquisition Fees
were limited to 4.5% of the Gross Proceeds raised by the Company from equity
offerings of the Company. The Advisor has not been paid an Acquisition Fee for
Properties acquired by the Company using funds from the Line of Credit, and will
not be paid an Acquisition Fee for Properties so acquired prior to the Offering
Completion Date, because it is expected that a portion of the proceeds raised by
the Company in this offering (on which the Advisor will already have received an
Acquisition Fee) will be used to repay advances under the Line of Credit used to
acquire Properties prior to the Offering Completion Date.
In order to provide incentive to the Advisor to continue providing
acquisition services after the Offering Completion Date, the Board of Directors
deemed it to be in the best interests of the Company that the Company pay the
Advisor an Acquisition Fee, in connection with Properties acquired after the
Offering Completion Date, equal to 4.5% of the purchase price paid by the
Company. The Board of Directors believes that paying Acquisition Fees after the
Offering Completion Date will permit the Company to continue to benefit from the
Advisor's acquisition expertise and more effectively enhance stockholder value
through the continued expansion of the Company's Property portfolio.
