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 Supplement dated June 25, 1998.
Capitalized terms used in this Supplement have the same meaning as in the
Prospectus unless otherwise stated herein.
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 July 1, 1998,
the Company had received subscription proceeds of $113,968,082 (11,396,808
Shares), including 182,829 Shares ($1,828,291) 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 $103,400,000. As of July 1, 1998, the
Company had invested or committed for investment approximately $378,000,000 of
aggregate net proceeds from its offerings in 310 Properties, in providing
mortgage financing through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $86,600,000 in aggregate net
offering proceeds available for investment in Properties and Mortgage Loans.
BUSINESS
PORTFOLIO ACQUISITIONS
The Company has formed a special committee (the "Special Committee")
consisting of the Independent Directors for the purposes of evaluating strategic
alternatives designed to maximize long-term stockholder value. The Special
Committee has retained the investment banking firms of Merrill Lynch, Pierce,
Fenner & Smith, Incorporated and Smith Barney, Inc. to advise the Special
Committee regarding its evaluation of strategic alternatives. Such strategic
alternatives include, but are not limited to: (i) considering the acquisition
(either for cash or securities of the Company) of existing portfolios consisting
primarily of net-leased restaurant properties, both from unaffiliated third
parties and from Affiliates of the Advisor; (ii) considering whether it would be
beneficial for the Company to list its stock on a national stock exchange or on
the automated quotation system of the National Association of Securities
Dealers, and if so, when such listing should take place; (iii) considering
whether it would be beneficial, in connection with listing, for the Company to
become internally advised through the acquisition by the Company of the Advisor
or an unaffiliated third party advisor; (iv) considering whether other CNL
affiliated companies with businesses in the restaurant industry should also be
acquired, and (v) in the event that it is deemed beneficial to list its stock on
an exchange, evaluating whether it would be beneficial for the Company to engage
in an underwritten public offering of its common stock concurrently with or
shortly after it lists its shares. Any acquisition of a portfolio of properties
from an Affiliate of the Advisor would be subject to the approval of the Special
Committee and, depending upon the size of the potential acquisition, an opinion
by a third party that the consideration proposed to be paid by the Company would
be fair to the Company from a financial point of view. The Special Committee is
expected to complete its evaluation and make a recommendation to the full Board
of Directors by the end of July 1998.
July 9, 1998 Prospectus Dated May 12, 1998
