As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 333-15411
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. SIX
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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CNL AMERICAN PROPERTIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
400 East South Street, Suite 500
Orlando, Florida 32801
Telephone: (407) 422-1574
(Address of principal executive offices)
JAMES M. SENEFF, JR.
Chief Executive Officer
400 East South Street, Suite 500
Orlando, Florida 32801
Telephone: (407) 422-1574
(Name and Address of Agent for Service)
COPIES TO:
THOMAS H. McCORMICK, ESQUIRE
EDMUND D. GRAFF, ESQUIRE
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
On March 2, 1998, CNL American Properties Fund, Inc. (the "Company")
concluded its public offering (the "1997 Offering") of up to 27,500,000 shares
of common stock (the "Shares"), including 2,500,000 Shares reserved for issuance
pursuant to the Company's distribution reinvestment plan (the "Reinvestment
Plan"). In connection with the 1997 Offering, the Company issued a total of
25,187,265 Shares, including 187,265 Shares issued pursuant to the Reinvestment
Plan. The Company hereby withdraws the registration of the 2,312,735 Shares
registered and reserved for issuance pursuant to the Reinvestment Plan, but not
issued in connection with the 1997 Offering.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
Post-Effective Amendment No. 6 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orlando,
State of Florida, on the 18th day of March, 1998.
CNL AMERICAN PROPERTIES FUND, INC.
(Registrant)
By: /s/JAMES M. SENEFF, JR.
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JAMES M. SENEFF, JR.,
Chairman of the Board and
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ James M. Seneff, Jr. Chairman of the Board and March 18, 1998
- -------------------------- Chief Executive Officer
JAMES M. SENEFF, JR. (Principal Executive Officer)
/s/ Robert A. Bourne Director and President March 18, 1998
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ROBERT A. BOURNE
/s/ Steven D. Shackelford Chief Financial Officer March 18, 1998
- -------------------------- (Principal Financial Officer)
STEVEN D. SHACKELFORD
/s/ G. Richard Hostetter Independent Director March 18, 1998
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G. RICHARD HOSTETTER
/s/ J. Joseph Kruse Independent Director March 18, 1998
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J. JOSEPH KRUSE
/s/ Richard C. Huseman Independent Director March 18, 1998
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RICHARD C. HUSEMAN
