SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. __)
U.S. RESTAURANT PROPERTIES, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
902971-10-0
(CUSIP Number)
Robert J. Stetson
5310 Harvest Hill Road
Suite 270
Dallas, Texas 75230
(972) 387-1487
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
NOTE. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
Page 1 of 6 Pages
<PAGE>
CUSIP No.902971-10-0 SCHEDULE 13D Page 2 of 5 Pages
- -------------------------------------------------------------------------------
1) Names of Reporting Persons
I. R. S. Identification Nos. of Above Persons (Entities Only)
QSV PROPERTIES, INC.
41-1541605
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization DELAWARE
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,875,000
Shares ----------------------------------------------------------
Beneficially (8) Shared Voting Power -0-
Owned by ----------------------------------------------------------
Each (9) Sole Dispositive Power 1,875,000
Reporting ----------------------------------------------------------
Person With (10) Shared Dispositive Power -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,875,000
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 15.0%
- -------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.902971-10-0 SCHEDULE 13D Page 3 of 5 Pages
- -------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Statement") relates to the common
stock, par value $.001 per share (the "Common Stock"), of U.S. Restaurant
Properties, Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 5310 Harvest Hill Road, Suite 270,
Dallas, Texas 75230.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by QSV Properties, Inc., a Delaware corporation
(the "Reporting Person"). The Reporting Person was organized for the purpose of
serving as the general partner of each of (i) U.S Restaurant Properties Master
L.P., a Delaware limited partnership ("USRP"), and (ii) U.S. Restaurant
Properties Operating L.P., a Delaware limited partnership (the "Operating
Partnership"). The principal office address and principal business address of
the Reporting Person is 5310 Harvest Hill Road, Suite 270, Dallas, Texas 75230.
The Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five (5) years. The
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding of
any violation with respect to such laws during the last five (5) years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 15, 1997, the Issuer succeeded to the operations of USRP
through the merger (the "Merger") of USRP Acquisition, L.P., an indirectly
wholly-owned Delaware limited partnership subsidiary of the Issuer, with and
into USRP. The Merger was consummated to effect the conversion (the
"Conversion") of USRP into a self-administered and self-managed real estate
investment trust.
In connection with the Conversion, the Reporting Person withdrew as
managing general partner of each of USRP and the Operating Partnership effective
as of October 15, 1997, and USRP Managing, Inc., a Delaware corporation and
wholly-owned subsidiary of the Issuer, was substituted as general partner of
each of USRP and the Operating Partnership. In conjunction with such withdrawal,
the Reporting Person (i) converted its interests in (a) its allocable share of
income, profits, losses and distributions of the Operating Partnership as
general partner thereof and (b) fees and disbursements for the acquisition and
management of the Operating Partnership's properties (together, the "Operating
Partnership General Partner Interest") payable to it pursuant to the terms of
the partnership agreement of the Operating Partnership and (ii) converted its
general partner interest in USRP (the "USRP Interest") (together with the
conversion of its interests in the Operating Partnership described above, the
"Termination") for 1,148,418 units of beneficial interest (the "OP Units") in
the Operating Partnership and 126,582 shares of Common Stock, respectively, and
as a result of such conversion will be eligible to receive additional
consideration in the year 2000 (together, the "Acquisition Price"). The OP Units
received by the Reporting Person in consideration of the Termination are
exchangeable at any time for shares of Common Stock on a one-for-one basis.
<PAGE>
CUSIP No.902971-10-0 SCHEDULE 13D Page 4 of 5 Pages
- -------------------------------------------------------------------------------
In addition, the Reporting Person holds options (the "Options") to
purchase 450,000 shares of Common Stock pursuant to an Option Agreement, dated
March 24, 1995, by and between USRP and the Reporting Person, which Options were
assumed by the Company pursuant to the Merger. All of the Options are fully
vested and exercisable. The Options are excercisable at an exercise price of
$10.33 per share. The Options are not transferable except by operation of law
pursuant to a consolidation, merger, recapitalization or reorganization of the
Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3.
Except as set forth herein, the Reporting Person has no plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At October 15, 1997, the Issuer had 12,531,531 shares of Common Stock
outstanding.
(a) Pursuant to Rule 13d-3, the Reporting Person owns beneficially
1,875,000 shares of Common Stock, which constitutes approximately 15.0% of the
12,531,531 shares of Common Stock outstanding as of October 15, 1997.
(b) The Reporting Person has the sole power to vote or to direct the
vote and to dispose or direct the disposition of 1,875,000 shares of Common
Stock.
(c) Other than the transactions described in this Statement, the
Reporting Person has not effected any transactions in the Common Stock in the
past 60 days.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock owned by the Reporting Person.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or between such persons
and any person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
QSV PROPERTIES, INC.,
a Delaware corporation
By: /s/ Robert J. Stetson
----------------------------------
Robert J. Stetson, President
