-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lxrH0Q6rLqQV4fF+ANvznJh1PembSTH7ViwoYdALk2aBNyt41VFrFuE0869uWD2N V/ScJbZirNZM0RTsqNcglA== 0000899243-95-000165.txt : 19950414 0000899243-95-000165.hdr.sgml : 19950414 ACCESSION NUMBER: 0000899243-95-000165 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950406 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S RESTAURANT PROPERTIES MASTER L P CENTRAL INDEX KEY: 0000785994 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 411541631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09079 FILM NUMBER: 95527391 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 270 - LB 168 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: 6123308763 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 270 LB 168 CITY: DALLAS STATE: TX ZIP: 75230 FORMER COMPANY: FORMER CONFORMED NAME: BURGER KING INVESTORS MASTER L P DATE OF NAME CHANGE: 19941114 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (fee required) For the fiscal year ended December 31, 1994 ----------------- [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to ________________ Commission File Number 1-9079 U.S. RESTAURANT PROPERTIES MASTER L.P. -------------------------------------- (Exact name of registrant as specified in its charter) Delaware 41-1541631 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5310 Harvest Hill Rd., Ste. 270, LB 168, Dallas, Texas 75230 ------------------------------------------------------------ (Address of principal executive offices, including zip code) 214 / 387-1487 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - - ------------------- ----------------------------------------- Units Representing Limited Partnership New York Stock Exchange Interests and Evidenced by Depository Receipts Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes____X____ No_________ Page 1 of 11 Exhibit Index located on page 6 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the Units held by non-affiliates of the Registrant as of February 28, 1995 was $70,104,375 (based upon the closing price of the Units on February 28, 1995, as reported under New York Stock Exchange Composite Transactions). The number of Units outstanding on February 28, 1995 was 4,635,000. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Annual Report to Limited Partners for the year ended December 31, 1994 (the "1994 Annual Report") are incorporated by reference into parts II. 2 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Item 14 is hereby amended to delete the document filed as Exhibit 10.3, and replace it with the document filed with this Amendment No. 1 as Exhibit 10.3. Item 14 is otherwise unchanged. Item 14 is hereby restated as follows: (a)(1) Financial Statements. The consolidated financial statements of the Registrant included in the 1994 Annual Report are incorporated by reference in Item 8. "Financial Statements and Supplementary Data" above and are also incorporated herein by reference. (a)(2) Financial Statement Schedules. None Schedules have been omitted because they are either not applicable, not material or the required information has been given in the financial statements or in the notes to the financial statements. (a)(3) Exhibits. 2.1 Amended and Restated Purchase and Sale Agreement dated as of February 3, 1986. (Incorporated by reference to Exhibit 10(a) to Amendment No. 2 to the Registration Statement.) 3.1 The original Certificate of Limited Partnership of U.S. Restaurant Properties Master L.P. (Incorporated by reference to Exhibit 4.3 to the Registration Statement.). Amendments filed on July 1, 1994, November 7, 1994 and November 30, 1994 are attached./*/ 3.2 Second Amended and Restated Agreement of Limited Partnership of U.S. Restaurant Properties Master L.P. dated as of March 17, 1995./*/ 3.3 Certificate of Limited Partnership of U.S. Restaurant Properties Operating L.P. (Incorporated by reference to Exhibit 4.4 to the Registrant Statement.). Amendments filed on July 26, 1994 and November 30, 1994./*/ 3.4 Second Amended and Restated Agreement of Limited Partnership of U.S. Restaurant Properties Operating L.P. dated as of March 17, 1995./*/ 4.1 Deposit Agreement and Form of Depositary Receipt and Application for Transfer of Depositary Units. (Incorporated by reference to Exhibit 4.5 to Amendment No. 3 to the Registration Statement.) First Amendment to Deposit Agreement. (Incorporated by reference to Exhibit (4)A to Registrant's 8-K Current Report dated September 30, 1987.) 10.1 Amendment No. 91 - Burger King Corporation Withdrawal as Special General Partner and Name Change (Incorporated by reference to Exhibit 10.1 to the Registrant's 10-Q Report for the period ended September 30, 1994.) 3 10.2 Consulting Agreement dated April 30, 1987. (Incorporated by reference to Exhibit 10.2 to the Registrant's 10-K Annual Report for the year ended December 31, 1987.) 10.3 Option Agreement, dated as of March 24, 1995, between U.S. Restaurant Properties Master L.P. and QSV Properties Inc./**/ 10.4 Agreement between BKC and Robert J. Stetson regarding sale of QSV Properties Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant's 10-Q Report for the period ended June 30, 1994.) 10.5 Letter to change Registrar and Stock Transfer Agent. (Incorporated by reference to Exhibit 10.2 to the Registrant's 10-Q Report for the period ended September 30, 1994.) 13.1 Annual Report to Limited Partners for the year ended December 31, 1994 (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission)./*/ 21.1 Subsidiaries of the Registrant./*/ (b) Reports on Form 8-K. On December 5, 1994, the Registrant filed a Report on Form 8-K in connection with BKC's withdrawals from the Partnerships. __________________ /*/ Previously filed with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994. /**/ This Exhibit 10.3 replaces the version of Exhibit 10.3 previously filed with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 6, 1995 U.S. RESTAURANT PROPERTIES MASTER L.P. BY: QSV PROPERTIES INC., ITS MANAGING GENERAL PARTNER By: /S/ ROBERT J. STETSON --------------------- Name: ROBERT J. STETSON ------------------- Title: PRESIDENT, CHIEF EXECUTIVE OFFICER ----------------------------------- 5 EXHIBIT INDEX U.S. Restaurant Properties Master L.P. Form 10-K/A For Year Ended December 31, 1994 2.1 Amended and Restated Purchase and Sale Agreement dated as of February 3, 1986. (Incorporated by reference to Exhibit 10(a) to Amendment No. 2 to the Registration Statement.) 3.1 The original Certificate of Limited Partnership of U.S. Restaurant Properties Master L.P. (Incorporated by reference to Exhibit 4.3 to the Registration Statement.) Amendments filed on July 1, 1994, November 7, 1994 and November 30, 1994 are attached./*/ 3.2 Second Amended and Restated Agreement of Limited Partnership of U.S. Restaurant Properties Master L.P. dated as of March 17, 1995./*/ 3.3 Certificate of Limited Partnership of U.S. Restaurant Properties Operating L.P. (Incorporated by reference to Exhibit 4.4 to the Registrant Statement.) Amendments filed on July 26, 1994 and November 30, 1994./*/ 3.4 Second Amended and Restated Agreement of Limited Partnership of U.S. Restaurant Properties Operating L.P. dated as of March 17, 1995./*/ 4.1 Deposit Agreement and Form of Depositary Receipt and Application for Transfer of Depositary Units. (Incorporated by reference to Exhibit 4.5 to Amendment No. 3 to the Registration Statement.) First Amendment to Deposit Agreement. (Incorporated by reference to Exhibit (4)A to Registrant's 8-K Current Report dated September 30, 1987.) 10.1 Amendment No. 91 - Burger King Corporation Withdrawal as Special General Partner and Name Change (Incorporated by reference to Exhibit 10.1 to the Registrant's 10-Q Report for the period ended September 30, 1994.) 10.2 Consulting Agreement dated April 30, 1987. (Incorporated by reference to Exhibit 10.2 to the Registrant's 10-K Annual Report for the year ended December 31, 1987.) 10.3 Option Agreement, dated as of March 24, 1995, between U.S. Restaurant Properties Master L.P. and QSV Properties Inc. (p. 7)/**/ 10.4 Agreement between BKC and Robert J. Stetson regarding sale of QSV Properties Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant's 10-Q Report for the period ended June 30, 1994.) 10.5 Letter to change Registrar and Stock Transfer Agent. (Incorporated by reference to Exhibit 10.2 to the Registrant's 10-Q Report for the period ended September 30, 1994.) 13.1 Annual Report to Limited Partners for the year ended December 31, 1994 (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission)./*/ 21.1 Subsidiaries of the Registrant./*/ __________________ /*/ Previously filed with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994. /**/ This Exhibit 10.3 replaces the version of Exhibit 10.3 previously filed with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994. EX-10.3 2 EXHIBIT 10.3 EXHIBIT 10.3 OPTION AGREEMENT This Option Agreement (this "Agreement"), dated as of March 24, 1995, is between U.S. Restaurant Properties Master L.P., a Delaware limited partnership (the "Partnership"), and QSV Properties Inc., a Delaware corporation that is the Managing General Partner of the Partnership (the "Managing General Partner"). RECITALS WHEREAS, Section 5.05(a) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") provides that the Partnership may grant options to purchase units of limited partnership in the Partnership (the "Units") to the Managing General Partner upon the approval by a Majority Vote of the Limited Partners (as defined in the Partnership Agreement); WHEREAS, at a special meeting of the Partnership's limited partners on March 17, 1995, the limited partners approved by a Majority Vote of the Limited Partners the issuance of options to the Managing General Partner to purchase 400,000 Units; and WHEREAS, in consideration of the Managing General Partner's efforts in connection with the approval by the limited partners of the Partnership of amendments to the Partnership Agreement and the additional efforts that it will expend to expand the Partnership's business and opportunities as contemplated under the Partnership Agreement, the Partnership desires to grant options to the Managing General Partner to purchase 400,000 Units, upon the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: I. OPTIONS SECTION 1.1 GRANT OF THE OPTIONS. The Partnership hereby grants to the Managing General Partner options (the "Options") to purchase 400,000 Units at an exercise price of $15.50 per Unit (the "Exercise Price"). SECTION 1.2 VESTING. Unless otherwise accelerated pursuant to Section 1.5 hereof, the Options will vest in full and become exercisable on March 24, 1996. SECTION 1.3 EXERCISE. Subject to Sections 1.2 and 1.4, the Options shall only be exercisable during the period beginning at 9:00 a.m. Central Time on March 24, 1996 and ending at 5:00 p.m. Central Time on March 24, 2005 (the "Exercise Period"). During the Exercise Period, the Managing General Partner may exercise any or all of the Options granted under this Agreement. Following any such exercise, this Agreement shall remain in effect with respect to any remaining unexercised Options. To exercise any Options, the Managing General Partner must deliver to the Partnership 1 a written notice of such exercise (a "Notice of Exercise"), which notice must specify the number of Options exercised and the aggregate Exercise Price for the Units to be issued. Along with the Notice of Exercise, the Managing General Partner shall pay such aggregate Exercise Price to the Partnership by delivery of cash or a cashier's check payable to the Partnership. SECTION 1.4 INVESTMENT REPRESENTATION AND WARRANTY. The Managing General Partner hereby represents and warrants to the Partnership that the Managing General Partner (a) is experienced in the evaluation of businesses similar to the Partnership, (b) is able to fend for itself in the transactions contemplated by this Agreement, (c) has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of exercising the Options, (d) has the ability to bear the economic risks of exercising the Options, and (e) has reviewed all financial and other information that it considers necessary to evaluate an investment in the Units. SECTION 1.5 CEASING TO SERVE AS MANAGING GENERAL PARTNER. (a) In the event the Managing General Partner is removed as a General Partner pursuant to Section 14.02 of the Partnership Agreement, the Options shall immediately vest in full (if not already vested) and shall be exercisable in the manner described in Section 1.3 hereof for a period of six (6) months from the date of such ceasing to serve; provided, however, that in no event shall the Options be exercisable after 5:00 p.m. Central Time on March 24, 2005 Upon the earlier of (i) the expiration of such six-month period or (ii) March 24, 2005, the Options shall terminate and shall no longer be exercisable. (b) In the event the Managing General Partner voluntarily withdraws from the Partnership pursuant to Section 14.01 of the Partnership Agreement or pursuant to Section 17-602(a) of the Delaware Revised Uniform Limited Partnership Act in violation of Section 14.01 of the Partnership Agreement, upon such voluntary withdrawal the Options shall terminate, shall not vest (if not already vested), and, if already vested, shall no longer be exercisable. (c) In the event the Managing General Partner ceases to serve as the Managing General Partner for a reason other than those described in Sections 1.5(a) or (b) hereof, such ceasing to serve shall not affect vesting of the Options pursuant to Section 1.2 hereof or the Managing General Partner's right to exercise the Options pursuant to Section 1.3 hereof. SECTION 1.6 ADJUSTMENTS. Each Option shall entitle the Managing General Partner to purchase one Unit. If subsequent to the date hereof an Adjustment Event (as hereinafter defined) occurs, then any unexercised Options existing at that time shall be converted into the right to purchase the number of Units or other securities that would have been received by a holder of the number of Units for which such unexercised Options could have been exercised immediately before such Adjustment Event. Corresponding adjustments shall also then be made to: (a) the number of unexercised Options so that such number equals the new number of Units or other securities for which they are exercisable, and (b) the Exercise Price so that the aggregate Exercise Price for the unexercised Options immediately before the Adjustment Event equals the aggregate Exercise Price for the unexercised Options immediately after such event. If pursuant to this Section 1.6 the Options become exercisable into securities other than Units, references in this Agreement to the Units shall after the Adjustment Event refer to such securities. The term "Adjustment Event" shall mean any combination or 2 split-up of the Units, or any required exchange of the Units for another security, whether pursuant to the consolidation, merger, recapitalization, reclassification, or reorganization of the Partnership or otherwise. SECTION 1.6 NO UNITHOLDER RIGHTS. The Managing General Partner shall not be considered the holder of any Units issuable upon exercise of the Options until the Partnership has properly issued them upon the exercise of the respective Options in accordance with this Agreement. The Managing General Partner shall therefore not be entitled to receive any distributions on such Units or to vote them until such issuance. SECTION 1.7 TRANSFERABILITY. The Options are not transferable except by operation of law pursuant to a consolidation, merger, recapitalization or reorganization of the Managing General Partner. Any transferee of the Managing General Partner's rights under this Agreement and any transferee of any of the Options pursuant to this Section 1.7 shall be subject to the terms and provisions of this Agreement as if such transferee was the Managing General Partner. II. RESTRICTIONS SECTION 2.1 PROHIBITIONS ON EXERCISE. Notwithstanding anything to the contrary in this Agreement, the Partnership shall not be required to issue any Units upon an exercise of the Options until: (a) the Partnership has listed the Units to be issued or the related depository receipts on the stock exchanges, the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotation System (the "NASDAQ System"), or the NASDAQ System, respectively, upon which the Units or the related depository receipts are then listed, and (b) the Partnership believes that such issuance will not violate any federal, state, or other securities law. Upon execution of this Agreement, the Partnership will use reasonable efforts to list the Units to be issued or the related depository receipts on the stock exchanges, the National Market System, or the NASDAQ System, respectively, upon which the Units are then listed. SECTION 2.2 RESTRICTED SECURITIES. The Managing General Partner acknowledges that neither the issuance of the Options nor the Units issuable upon their exercise will be registered under any federal, state, or other securities law, and that they will therefore be "restricted securities" under Rule 144 under the Securities Act. SECTION 2.3 SECTION 16 RESTRICTIONS. Except as permitted without violating Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Managing General Partner represents and warrants to the Partnership that the Managing General Partner has not sold any Units during the six month period immediately preceding the date hereof. III. GENERAL SECTION 3.1 AMENDMENT. No amendment or modification of any of the provisions of this Agreement shall be effective unless in writing and signed by both the Partnership and the Managing General Partner. SECTION 3.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the Partnership and the Managing General Partner with respect to the Options and supersedes all prior agreements and understandings, both written and oral, with respect to the Options. 3 SECTION 3.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF. SECTION 3.4 NOTICES. All notices and other communications in connection with this Agreement shall be in writing and shall be considered delivered only upon the recipient's actual receipt of such notice or other communication. Each party shall address such notices and other communications to the other party at its address set forth below (or to such other address to which such other party has notified such party in accordance with this Section 3.4 to send such notices or communications): Partnership: U.S. Restaurant Properties Master L.P. 5310 Harvest Hill Road, Suite 270 Dallas, Texas 75230 Telephone No. (214) 387-1487 Facsimile No. (214) 490-9119 Managing General Partner: QSV Properties Inc. 5310 Harvest Hill Road, Suite 270 Dallas, Texas 75230 Telephone No. (214) 387-1487 Facsimile No. (214) 490-9119 SECTION 3.5 SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability (but shall be construed and given effect to the extent possible), without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. SECTION 3.6 STATUS AS THE MANAGING GENERAL PARTNER. Neither this Agreement nor the Options granted hereunder shall confer upon the Managing General Partner the right to continue to serve as the Managing General Partner of the Partnership. SECTION 3.7 SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of each party hereto and its successors and permitted transferees. SECTION 3.8 PAYMENT OF WITHHOLDING TAX. In the event that the Partnership determines that any federal, state or local tax or any other charge is required by law to be withheld with respect to the exercise of the Options granted hereby, the Managing General Partner shall, as an additional requirement under Section 1.3 hereof, upon notice from the Partnership, pay to the Partnership cash in an amount equal to such withholding tax or charge, prior to the issuance of Units to the Managing General Partner and the admission of the Managing General Partner as a partner of the Partnership with respect to such Units, or otherwise make such arrangements for the payment of such withholding tax as the Partnership, in its sole discretion, shall permit. [SIGNATURES ON NEXT PAGE] 4 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. U.S. RESTAURANT PROPERTIES MASTER L.P. By: QSV Properties Inc., its Managing General Partner By: /s/ Robert J. Stetson ----------------------- Name: Robert J. Stetson Title: President and Chief Executive Officer QSV PROPERTIES INC. By: /s/ Robert J. Stetson ----------------------- Name: Robert J. Stetson Title: President and Chief Executive Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----