0000950134-01-507389.txt : 20011026 0000950134-01-507389.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950134-01-507389 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011018 GROUP MEMBERS: ADVISORS GENPAR INC GROUP MEMBERS: HUDSON ADVISORS ASSOCIATES LP GROUP MEMBERS: HUDSON ADVISORS LLC GROUP MEMBERS: JOHN P GRAYKEN GROUP MEMBERS: LONE STAR MANAGEMENT CO III LTD GROUP MEMBERS: LONE STAR PARTNERS III LP GROUP MEMBERS: LSF III INTERNATIONAL LP GROUP MEMBERS: LSF3 CAPITAL INVESTMENTS II LLC GROUP MEMBERS: LSF3 GENPAR I LLC GROUP MEMBERS: LSF3 REOC I LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LSF3 CAPITAL INVESTMENTS I LLC CENTRAL INDEX KEY: 0001136989 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 N. PEARL, SUITE 1550 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147548400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S RESTAURANT PROPERTIES INC CENTRAL INDEX KEY: 0001032462 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752687420 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51969 FILM NUMBER: 1761745 BUSINESS ADDRESS: STREET 1: 12240 INWOOD ROAD STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9723871487 MAIL ADDRESS: STREET 1: 12240 INWOOD ROAD STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75244 SC 13D/A 1 d91404a2sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2) U.S. RESTAURANT PROPERTIES, INC. -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) 90 2 97110 -------------------------------------------------------------------------------- (CUSIP NUMBER) J.D. DELL HUDSON ADVISORS, LLC 600 NORTH PEARL STREET, SUITE 1500 DALLAS, TEXAS 75201 (214) 754-8400 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) AUGUST 25, 2001 -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ] (Continued on following pages) CUSIP NO. 90 2 97110 Page 2 of 34 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LSF3 CAPITAL INVESTMENTS I, LLC ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 2,312,753 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,312,753 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,312,753 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 3 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LSF3 REOC I L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 2,312,753 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,312,753 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,312,753 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 4 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LSF3 GENPAR I, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 2,312,753 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,312,753 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,312,753 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 5 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LSF III INTERNATIONAL, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 2,312,753 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,312,753 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,312,753 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 6 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LONE STAR PARTNERS III, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,729,765 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 7 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LSF3 CAPITAL INVESTMENTS II, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,417,012 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,417,012 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,417,012 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 8 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) LONE STAR MANAGEMENT CO. III, LTD. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,729,765 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 9 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HUDSON ADVISORS, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,729,765 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 10 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HUDSON ADVISORS ASSOCIATES, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 11 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) ADVISORS GENPAR, INC. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 12 of 34 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) JOHN P. GRAYKEN -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION IRELAND -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,729,765 OWNED BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,729,765 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,729,765 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 90 2 97110 Page 13 of 34 Pages This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons (as defined below). This Amendment No. 2 to Schedule 13D amends and supplements Item 3 contained in the Reporting Persons' Amendment No. 1 to Schedule 13D, dated August 13, 2001. Items 1, 2, 4, 5, 6 and 7 of Amendment No. 1 to Schedule 13D remain unchanged. Each capitalized term used herein and not otherwise defined has the meaning given such term in Amendment No. 1 to Schedule 13D. Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons. ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.001 par value per share (the "Common Stock"), of U.S. Restaurant Properties, Inc., a Maryland corporation ("USRP"). The address of the principal executive offices of USRP is 12240 Inwood Road, Suite 300, Dallas, Texas 75244. ITEM 2. IDENTITY AND BACKGROUND (a)-(c). This statement is filed on behalf of LSF3 Capital Investments I, LLC, a Delaware limited liability company ("Investments I") and LSF III Capital Investments L.P., a Delaware limited partnership, and a successor by merger to LSF3 Capital Investments II, LLC, a Delaware limited liability company ("Investments II"). The sole member of Investments I is LSF3 REOC I, L.P., a Delaware limited partnership ("REOC"). The general partner of REOC is LSF3 GenPar I, LLC, a Delaware limited liability company ("GenPar"). The sole member of GenPar is Lone Star Fund III (U.S.), L.P. a Delaware limited partnership ("Fund III"). The general partner of Fund III is Lone Star Partners III, L.P., a Bermuda limited partnership ("Partners III"). The general partner of Partners III is Lone Star Management Co. III, Ltd., a Bermuda exempted limited liability company ("Management III"). John P. Grayken ("Grayken"), a citizen of Ireland, is the sole stockholder, a director and President of Management III. Grayken is also sole shareholder and director of Advisors GenPar, Inc., a Texas corporation ("Advisors GenPar") as discussed below. Effective May 1, 2001, Investments II merged with and into LSF3 Capital Investments II, LLC, with Investments II as the surviving entity. The general partner of Investments II is Partners III, and the general partner of Partners III is Management III. Hudson Advisors, L.L.C., a Texas limited liability company ("Hudson"), is an asset manager and, has certain dispositive rights with respect to the shares of Common Stock owned by Investments I and Investments II, pursuant to an agreement among Investments I, Investments II and Hudson (the "Asset Management Agreement"), a copy of which is attached hereto as Exhibit 10.7 and incorporated herein by reference. The managing member of Hudson is Hudson Advisors Associates, L.P., a Texas limited partnership ("Advisors"). The general partner of Advisors is Advisors GenPar. The address of the principal offices and business address of Investments I, Investments II, REOC, GenPar and Fund III is 600 North Pearl Street, Suite 1550, Dallas, Texas 75201. The address of the principal offices and business address of Hudson, Advisors and Advisors GenPar is 600 North Pearl Street, Suite 1500, Dallas, Texas 75201. The address of the principal offices and business address of Partners III and Management III is Clarendon House, Two Church CUSIP NO. 90 2 97110 Page 14 of 34 Pages Street, Hamilton, HM 11, Bermuda The business address of Grayken, is 50 Welbeck Street, London, United Kingdom, W1M7HE. Investments I, Investments II, REOC, GenPar, Fund III, Partners III, Management III, Hudson, Advisors and Advisors GenPar (collectively, the "Lone Star Entities" and with Grayken, the "Reporting Persons") are all part of a series of private investment entities investing in a broad range of primarily real estate related investments. Investors in these entities are primarily pension funds and other institutional investors. Grayken's principal occupation is serving in the aforementioned offices of Management III. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Other Information Attached as Schedule I hereto is a list of the directors and executive officers of Management III, GenPar and Advisors GenPar which contains the following information with respect to each person: (i) name; (ii) principal business address; and (iii) present principal occupation or employment. None of the persons identified on Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons identified on Schedule I hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each person identified on Schedule I hereto is a United States citizen, other than Grayken, who is a citizen of Ireland, and John C.R. Collis and Dawn C. Griffiths, both of whom are citizens of Bermuda. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) On March 9, 2001 Investments I paid USRP $3,100,403 and Investments II paid USRP $1,899,601 for 291,118 and 178,366 shares of Common Stock, respectively, pursuant to CUSIP NO. 90 2 97110 Page 15 of 34 Pages the terms of that certain Amended and Restated Stock Purchase Agreement dated as of February 27, 2001, (the "REIT Stock Purchase Agreement") attached hereto as Exhibit 10.1 and incorporated herein by reference, by and between USRP and Lone Star U.S. Acquisitions, LLC, a Delaware limited liability company ("LS Acquisitions"), which subsequently assigned its rights and obligations thereunder to Investments I and Investments II pursuant to an Assignment and Assumption Agreement dated as of March 9, 2001, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. The purchase price for these shares was paid from working capital of Investments I and Investments II that was provided by capital contributions of the members of Investments I and Investments II. Under the terms of the REIT Stock Purchase Agreement, Investments I and Investments II have agreed to purchase from USRP an additional 873,353 and 535,098 shares of Common Stock, respectively (together, the "Additional Shares"), also at a price of $10.65 per share on or before September 5, 2001. On August 25, 2001, USRP's board of directors extended the date on or before which Investments I and Investments II must purchase the Additional Shares to December 31, 2001. The purchase price for these shares is also expected to be paid out of working capital. (b) On March 9, 2001 Investments I paid the Selling Stockholders an aggregate of $13,033,023 and Investments II paid the Selling Stockholders $7,985,269 for 1,148,284 and 703,548 shares of Common Stock, respectively, pursuant to the terms of that certain Amended and Restated Stock Purchase Agreement, dated as of February 27, 2001, (the "Stockholders Stock Purchase Agreement", together with the REIT Stock Purchase Agreement, the "Stock Purchase Agreements") attached hereto as Exhibit 10.3 and incorporated herein by reference, by and among Fred H. Margolin, Darrel L. Rolph, David K. Rolph and certain of their affiliates (the "Selling Stockholders") and LS Acquisitions, which subsequently assigned its rights and obligations thereunder to Investments I and Investments II pursuant to an Assignment and Assumption Agreement dated as of March 9, 2001, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference. The purchase price for these shares was paid primarily from working capital of Investments I and Investments II that was provided by capital contributions of the members of Investments I and Investments II. A total of $401,899 and $246,242 of the purchase price for the shares of Common Stock purchased under the Stockholders Stock Purchase Agreement will be paid to the Selling Stockholders pursuant to promissory notes delivered by Investments I and Investments II, respectively. The notes are unsecured obligations of Investments I and Investments II, do not bear interest and are due and payable on September 9, 2002. Each of these promissory notes has been guaranteed by Lone Star Fund III (U.S.), L.P. ITEM 4. PURPOSE OF TRANSACTION The reporting persons have acquired shares and propose to acquire the additional shares of Common Stock referred to herein for investment purposes. The Reporting Persons intend to review the investment in USRP on a continuous basis and, depending on the price of, and other market conditions relating to, the Common Stock, subsequent developments affecting USRP, USRP's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant by the Reporting Persons, the Reporting Persons may decide to increase or decrease their respective investments in USRP. CUSIP NO. 90 2 97110 Page 16 of 34 Pages Pursuant to the Stock Purchase Agreements, four members of USRP's board of directors, Fred H. Margolin, Darrel L. Rolph, David K. Rolph and Gerald H. Graham, resigned effective March 9, 2001. In addition, Mr. Margolin resigned as the Chairman and Chief Executive Officer of USRP and from any other positions he held with USRP or any of its subsidiaries. Four individuals designated by Investments I and Investments II, David W. West, Robert Gidel, Len W. Allen, Jr. and Gregory I. Strong, were appointed to fill the vacancies created by these resignations. In addition, Mr. West was appointed to serve as interim Chief Executive Officer of USRP while the USRP board of directors identifies a permanent replacement for Mr. Margolin. In connection with their resignations, Messrs. Margolin, Rolph and Rolph entered into Noncompetition and Release Agreements with USRP pursuant to which each of them agreed not to (a) submit or cause the submission of any proposals or nominations of candidates for election as directors of USRP or (b) solicit proxies from any USRP stockholders, in each case prior to December 31, 2003. Other than described above, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a)-(b) Upon consummation of all of the transactions contemplated by the Stock Purchase Agreements, the Reporting Persons will have the following rights: Investments I will directly and beneficially own and have the power to vote and dispose of 2,312,753 shares of Common Stock as described above, which is equal to approximately 12.2% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Investments I granted Hudson certain rights to dispose of such shares pursuant to the Asset Management Agreement. Through its ownership interests in Investments I, REOC will beneficially own and have the power to vote and dispose of 2,312,753 shares of Common Stock as described above, which is equal to approximately 12.2% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. Through its general partner interest in REOC, GenPar will beneficially own and have the power to vote and dispose of 2,312,753 shares of Common Stock as described above, which is equal to approximately 12.2% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. Through its ownership interests in GenPar, Fund III will beneficially own and have the power to vote and dispose of 2,312,753 shares of Common Stock as described above, which is equal to approximately 12.2% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. CUSIP NO. 90 2 97110 Page 17 of 34 Pages Through its general partner interest in Fund III and its managing membership in Investments II, Partners III will beneficially own and have the power to vote and dispose of 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. Through its general partnership interest in Partners III, Management III will beneficially own and have the power to vote and dispose of 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. Through his ownership interests in Management III and Advisors GenPar, Grayken will beneficially own and have the power to vote and to dispose of 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Hudson has certain rights to dispose of such shares pursuant to the Asset Management Agreement. Upon consummation of the transactions contemplated by the Stock Purchase Agreement, Investments II will directly and beneficially own and have the power to dispose of 1,417,012 shares of Common Stock as described above, which is equal to approximately 7.5% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Investments II granted Hudson certain rights to dispose of such shares pursuant to the Asset Management Agreement. Pursuant to the Asset Management Agreement, Hudson will have certain powers to dispose of, but not vote, and may be deemed to beneficially own 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Through its managing member interest in Hudson, Advisors will have certain powers to dispose of, but not vote, and may be deemed to beneficially own 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. Through its general partner interest in Advisors, Advisors GenPar will have certain powers to dispose of, but not vote, and may be deemed to beneficially own 3,729,765 shares of Common Stock as described above, which is equal to approximately 19.7% of the shares of Common Stock outstanding on March 9, 2001 pursuant to information provided by USRP as of that date. (c) Except as described herein, none of the Reporting Persons has effected any transaction in any shares of Common Stock during the past sixty (60) days. (d) Not applicable. (e) Not applicable. CUSIP NO. 90 2 97110 Page 18 of 34 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Certain rights relating to the Common Stock are set forth in the Stock Purchase Agreements set forth as Exhibits 10.1 and 10.3 to this statement and as further described in Item 3 herein. USRP, Investments I and Investments II entered into a Registration Rights Agreement as of March 9, 2001 (the "Registration Rights Agreement") filed as Exhibit 10.5 hereto and incorporated herein by reference. The Registration Rights Agreement covers the shares of Common Stock purchased under the Stock Purchase Agreements. Subject to certain restrictions, the holders of a majority of such shares will have the right to make up to three requests for underwritten registration of such securities for resale under the Securities Act of 1933, as amended (the "Securities Act"). Also, such holders will have certain rights to request piggyback registrations of such securities in the event that USRP proposes to file a registration statement on its own behalf for on behalf of another person during the term of the Registration Rights Agreement. Also, beginning June 9, 2001, a majority of such holders may request that USRP effect a "shelf registration" covering all or a portion of the Common Stock covered by the Stock Purchase Agreements. Such holders will have certain rights to require one underwritten offering off the shelf registration (a "take down") and to require additional take downs equal to the number of unused Demand Registrations. Subject to certain restrictions, pursuant to the Excepted Holder Agreement among USRP, Investments I and Investments II dated as of March 9, 2001 (the "Excepted Holder Agreement"), USRP granted Investments I and Investments II the right to acquire additional Common Stock up to an aggregate of forty percent (40%) of the outstanding Common Stock. The Excepted Holder Agreement is filed as Exhibit 10.6 hereto and incorporated herein by reference. Investments I and Investments II have granted certain rights, including dispositive rights with respect to certain matters, in the Common Stock held by them to Hudson, pursuant to the Asset Management Agreement. The Asset Management Agreement is filed as Exhibit 10.7 hereto and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10.1 Amended and Restated Stock Purchase Agreement among U.S. Restaurant Properties, Inc., Lone Star U.S. Acquisitions, LLC and Lone Star Fund III (U.S.), L.P., dated as of February 27, 2001(1) Exhibit 10.2 Assignment and Assumption Agreement among Lone Star Fund III (U.S.), L.P., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001 (relating to the REIT Stock Purchase Agreement)(1) Exhibit 10.3 Amended and Restated Stock Purchase Agreement CUSIP NO. 90 2 97110 Page 19 of 34 Pages among certain U.S. Restaurant Properties, Inc. shareholders and Lone Star U.S. Acquisitions, LLC, dated as of February 27, 2001(1) Exhibit 10.4 Assignment and Assumption Agreement among Lone Star Fund III (U.S.), L.P., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001 (related to the Stockholder Stock Purchase Agreement)(1) Exhibit 10.5 Registration Rights Agreement among U.S. Restaurant Properties, Inc., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001(1) Exhibit 10.6 Excepted Holder Agreement among U.S. Restaurant Properties, Inc., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001(1) Exhibit 10.7 Asset Management Agreement among Hudson Advisors, L.L.C., LSF3 Capital Investments I, LLC and LSF III Capital Investments L.P. dated August 13, 2001(2) Exhibit 99.1 Agreement Among Filing Parties dated as of March 19, 2001(1) ---------- (1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting Persons on March 9, 2001, and is incorporated herein by reference. (2) Previously filed as an Exhibit to Schedule 13D filed by the Reporting Persons on August 13, 2001, and is incorporated herein by reference. CUSIP NO. 90 2 97110 Page 20 of 34 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LSF3 Capital Investments I, LLC, a Delaware limited liability company By: LF3 REOC I, L.P., its Sole Member and a Delaware limited partnership By: LF3 GenPar I, LLC, its General Partner and a Delaware limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President Date: October 18, 2001 ----------------------------- CUSIP NO. 90 2 97110 Page 21 of 34 Pages LSF3 REOC I, L.P., a Delaware limited partnership By: LF3 GenPar I, LLC, its General Partner and a Delaware limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President Date: October 18, 2001 ---------------------------- CUSIP NO. 90 2 97110 Page 22 of 34 Pages LSF3 GenPar I, LLC, a Delaware limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President Date: October 18, 2001 ---------------------------- CUSIP NO. 90 2 97110 Page 23 of 34 Pages Lone Star Fund III (U.S.), L.P., a Delaware limited partnership By: Lone Star Partners III, L.P., its General Partner and a Bermuda limited partnership By: Lone Star Management Co. III, Ltd., its General Partner and a Bermuda exempted limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President CUSIP NO. 90 2 97110 Page 24 of 34 Pages Lone Star Partners III, L.P., a Bermuda limited partnership By: Lone Star Management Co. III, Ltd., its general partner and a Bermuda exempted limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President CUSIP NO. 90 2 97110 Page 25 of 34 Pages Lone Star Management Co. III, Ltd., a Bermuda exempted liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President CUSIP NO. 90 2 97110 Page 26 of 34 Pages LSF III Capital Investments L.P., a Delaware limited partnership By: Lone Star Partners III, L.P., its General Partner and a Bermuda limited partnership By: Lone Star Management Co. III, Ltd., its General Partner and a Bermuda exempted limited liability company By: /s/ Benjamin D. Velvin III ---------------------------- Benjamin D. Velvin III Vice President CUSIP NO. 90 2 97110 Page 27 of 34 Pages Date: October 18, 2001 /s/ John P. Grayken ---------- ------------------------------- JOHN P. GRAYKEN CUSIP NO. 90 2 97110 Page 28 of 34 Pages Hudson Advisors, L.L.C., a Texas limited liability company By: /s/ Robert J. Corcoran ------------------------- Robert J. Corcoran President CUSIP NO. 90 2 97110 Page 29 of 34 Pages Hudson Advisors Associates, L.P., a Texas limited partnership By: Advisors GenPar, Inc., its General Partner and a Texas corporation By: /s/ Robert J. Corcoran ------------------------- Robert J. Corcoran President CUSIP NO. 90 2 97110 Page 30 of 34 Pages Advisors GenPar, Inc., a Texas corporation By: /s/ Robert J. Corcoran ------------------------- Robert J. Corcoran President CUSIP NO. 90 2 97110 Page 31 of 34 Pages SCHEDULE I Instruction C. Information for Officers and Directors of Management III, GenPar and Advisors GenPar. OFFICERS AND DIRECTORS OF MANAGEMENT III Name: John P. Grayken Present Principal Occupation or President and Director Employment: Business Address: 50 Welbeck Street London, United Kingdom W1M 7HE Name: J.D. Dell Present Principal Occupation or Vice President, General Counsel and Director Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin III Present Principal Occupation or Vice President and Director Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Dawn C. Griffiths Present Principal Occupation or Director Employment Business Address: Clarendon House, Two Church Street Hamilton, HM11 Bermuda Name: Michael D. Thomson Present Principal Occupation or Vice President and Director Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Anthony D. Whaley Present Principal Occupation or Alternate Director Employment: Business Address: Clarendon House, Two Church Street Hamilton, HM11 Bermuda Name: Sandra Collins Present Principal Occupation or Vice President Employment: Business Address: Gibbons Building, Suite 102, Ten Queen Street Hamilton, HM11 Bermuda Name: Louis Paletta Present Principal Occupation or Vice President Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Ginger M. Quillen Present Principal Occupation or Vice President Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 CUSIP NO. 90 2 97110 Page 32 of 34 Pages Name: Steven R. Shearer Present Principal Occupation or Vice President Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Ellis Short IV Present Principal Occupation or Vice President Employment: Business Address: Toranomon 45 Mori Building 5th Floor 1-5, Toranomon 5-Chome MINATO - KU, Tokyo Japan OFFICERS AND DIRECTORS OF GENPAR Name: J.D. Dell Present Principal Occupation or President Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin III Present Principal Occupation or Vice President Employment: CUSIP NO. 90 2 97110 Page 33 of 34 Pages Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Name: Louis Paletta Present Principal Occupation or Vice President Employment: Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 OFFICERS AND DIRECTORS OF ADVISORS GENPAR Name: John P. Grayken Present Principal Occupation or Director Employment: Present Principal Occupation or 50 Welbeck Street Employment: London, United Kingdom W1M 7HE Name: Robert J. Corcoran Present Principal Occupation or President Employment: Present Principal Occupation or Hudson Advisors, LLC Employment: 600 North Pearl Street, Suite 1500 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Vice President Employment Business Address: Lone Star Management Co. III, Ltd. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 CUSIP NO. 90 2 97110 Page 34 of 34 Pages EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTIONS ------- ------------ 10.1 Amended and Restated Stock Purchase Agreement among U.S. Restaurant Properties, Inc., Lone Star U.S. Acquisitions, LLC and Lone Star Fund III (U.S.), L.P., dated as of February 27, 2001(1) 10.2 Assignment and Assumption Agreement among Lone Star Fund III (U.S.), L.P., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001 (relating to the REIT Stock Purchase Agreement)(1) 10.3 Amended and Restated Stock Purchase Agreement among certain U.S. Restaurant Properties, Inc. shareholders and Lone Star U.S. Acquisitions, LLC, dated as of February 27, 2001(1) 10.4 Assignment and Assumption Agreement among Lone Star Fund III (U.S.), L.P., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001 (related to the Stockholder Stock Purchase Agreement)(1) 10.5 Registration Rights Agreement among U.S. Restaurant Properties, Inc., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001(1) 10.6 Excepted Holder Agreement among U.S. Restaurant Properties, Inc., LSF3 Capital Investments I, LLC and LSF3 Capital Investments II, LLC dated as of March 9, 2001(1) 10.7 Asset Management Agreement among Hudson Advisors, L.L.C., LSF3 Capital Investments I, LLC and LSF III Capital Investments L.P. dated August 13, 2001(2) 99.1 Agreement Among Filing Parties dated as of March 19, 2001(1)

(1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting Persons on March 9, 2001, and is incorporated herein by reference. (2) Previously filed as an Exhibit to Schedule 13D filed by the Reporting Persons on August 13, 2001, and is incorporated herein by reference.