-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pri0hQDKs4Z7c4Ao/SXoFpzHI02NqtuC/HQK/D3b7pqh1uYRSg5y5BVXYxZI7CBS 0canm/4IBZ7sFSS60lGrEw== 0000912057-96-010687.txt : 19960524 0000912057-96-010687.hdr.sgml : 19960524 ACCESSION NUMBER: 0000912057-96-010687 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960523 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S RESTAURANT PROPERTIES MASTER L P CENTRAL INDEX KEY: 0000785994 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 411541631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09079 FILM NUMBER: 96571773 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-K405/A 1 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995. 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., Suite 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
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 ------ ------ 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. X ----- The aggregate market value of the Units (based upon the closing price of the Units on February 29, 1996, on the New York Stock Exchange) held by non-affiliates of the Registrant was $111,176,855. As of February 29, 1996, there were 4,987,003 Units outstanding. PART I ITEM 1. BUSINESS Reference is made to the information set forth under the caption entitled "Business and Properties" in Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-02675) filed by U.S. Restaurant Properties Master L.P. (the "Partnership") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, which is incorporated herein by reference. ITEM 2. PROPERTIES Reference is made to the information set forth under the caption entitled "Business and Properties" in Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-02675) filed by the Partnership with the Commission pursuant to the Securities Act of 1933, as amended, which is incorporated herein by reference. PART II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Reference is made to the information set forth under the captions entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview," "- Comparison of Year Ended December 31, 1995 to Year Ended December 31, 1994," "- Comparison of Year Ended December 31, 1994 to Year Ended December 31, 1993," and "- Liquidity and Capital Resources" in Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-02675) filed by the Partnership with the Commission pursuant to the Securities Act of 1933, as amended, which is incorporated herein by reference. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The Partnership is a limited partnership (of which U.S. Restaurant Properties, Inc. is the Managing General Partner) and has no directors or officers. The executive officers of the Managing General Partner are Robert J. Stetson, President and Chief Executive Officer, and Fred H. Margolin, Chairman of the Board, Secretary and Treasurer. They have served in such positions and as directors since the acquisition of the Managing General Partner on May 27, 1994. Messrs. Stetson and Margolin are controlling stockholders and serve as executive officers and directors of the Managing General Partner (subject to election by its board of directors). The following is a biographical summary of the experience of the directors and executive officers of the Managing General Partner. ROBERT J. STETSON. Mr. Stetson is the President, Chief Executive Officer and a director of the Managing General Partner. Since 1978, Mr. Stetson has been primarily engaged in restaurant chain management, including the acquisition and management of restaurant properties. Prior to 1987, Mr. Stetson served in several positions with PepsiCo Inc. and its subsidiaries, including Chief Financial Officer of Pizza Hut. From 1987 until 1992, Mr. Stetson served as a senior executive in restaurant and retailing subsidiaries of Grand Metropolitan PLC, the ultimate parent corporation of Burger King. During this period, Mr. Stetson served as the Chief Financial Officer and later President - Retail Division of Burger King and Chief Financial Officer and later Chief Executive Officer of Pearle Vision. As Chief Financial Officer of Burger King, Mr. Stetson was responsible for managing more than 750 restaurants that Burger King leased to tenants. Mr. Stetson is also a director of Bayport Restaurant Group and Bugaboo Creek Steakhouse Inc., both publicly-traded restaurant companies. Mr. Stetson received a Bachelor of Arts degree from Harvard College and an M.B.A. from Harvard Business School. Mr. Stetson is 45 years old. FRED H. MARGOLIN. Mr. Margolin is the Chairman, Secretary, Treasurer and a director of the Managing General Partner. In 1977, Mr. Margolin founded Intercon General Agency, a national insurance agency specializing in the development and marketing of insurance products for financial institutions. Mr. Margolin served as the Chief Executive Officer of Intercon General Agency from its inception until its sale to a public company in 1982. In 1979, Mr. Margolin founded and became the President of American Eagle Premium Finance Company, one of the largest independent premium finance companies in Texas. From 1982 through 1988, Mr. Margolin developed and then leased or sold shopping centers having an aggregate cost of approximately $50,000,000. Mr. Margolin received a Bachelor of Science degree from the Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School. Mr. Margolin is 46 years old. GERALD H. GRAHAM. Mr. Graham is a director of the Managing General Partner. Mr. Graham is a professor and the Dean of the Barton School of Business at Wichita State University. Mr. Graham is 58 years old. DAVID K. ROLPH. Mr. Rolph is a director of the Managing General Partner. Mr. Rolph is the President of the Tex-Mex restaurant chain, "Carlos O'Kellys" and the Vice President of Sasnak Management Corp., a restaurant management company. Mr. Rolph is 47 years old. DARREL L. ROLPH. Mr. Rolph is a director of the Managing General Partner. Mr. Rolph is the Secretary of "Carlos O'Kellys" and the President of the Sasnak Management Corp., a restaurant management company. Mr. Rolph is 59 years old. EUGENE G. TAPER. Mr. Taper is a director of the Managing General Partner. Mr. Taper is a certified public accountant and a business consultant and retired partner, since 1993, of Deloitte & Touche LLP, an international public accounting firm. Mr. Taper is 59 years old. SECTION 16(a) REPORTS. Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires the Managing General Partner, its directors and executive officers, and persons who beneficially own more than 10 percent of the Units to file with the SEC initial reports of Unit ownership and reports of changes in ownership therein. The Managing General Partner, directors and executive officers of the Managing General Partner, and greater than 10 percent owners of the Units are required by SEC regulation to furnish the Partnership with copies of all Section 16(a) forms they file. To the Partnership's knowledge, based solely upon a review of the copies of such reports furnished to the Partnership and written representations that no other reports were required during the year ended December 31, 1995, the Partnership believes that all Section 16(a) filing requirements applicable to the foregoing Managing General Partner, director, executive officers, and greater than 10 percent owners were complied with. The year end report is not required to be filed if there are no previously unreported transactions or holding to report. Nevertheless, the Partnership is required to disclose the names of directors, executive officers and greater than 10 percent owners who did not file the year end report, unless the Partnership has received a written statement that no filing was required. As of the date of this report, the Partnership has not received any such statements. 1 ITEM 11. EXECUTIVE COMPENSATION The Partnership pays the Managing General Partner a non-accountable (no support is required for payment) annual allowance designed to cover the costs that the Managing General Partner incurs in connection with the management of the Partnership and the Properties (other than reimbursements for out-of-pocket expenses paid to third parties). The allowance is adjusted annually to reflect any cumulative increases in the Consumer Price Index occurring after January 1, 1986, and was $585,445 for the year ended December 31, 1995. The allowance is paid quarterly, in arrears. In addition, to compensate the Managing General Partner for its efforts and increased internal expenses resulting from additional properties, the Partnership will pay the Managing General Partner, with respect to each additional property purchased: (i) a one-time acquisition fee equal to 1% of the purchase price for such property and (ii) an annual fee equal to 1% of the purchase price for such property, adjusted for increases in the Consumer Price Index. For 1995, the one-time acquisition fee equaled $109,238 which was capitalized and the increased annual fee equaled $29,375. In addition, if the Rate of Return (as defined in the Partnership Agreement) on the Partnership's equity in all additional properties exceeds 12% per annum for any fiscal year, the Managing General Partner will be paid an additional fee equal to 25% of the cash flow received with respect to such additional properties in excess of the cash flow representing a 12% rate of return thereon. However, to the extent the Managing General Partner receives distributions in excess of those provided by its 1.98% Partnership interest, such distributions will reduce the fee payable with respect to such excess cash flow from any additional properties. See "Partnership Allocations" under "Item 1. Business." Except as provided above, such payments are in addition to distributions made by the Partnership to the Managing General Partner in its capacity as a partner in the Partnership. The Partnership may pay or reimburse the Managing General Partner for payments to affiliates for goods or other services if the price and the terms for providing such goods or services are fair to the Partnership and not less favorable to the Partnership than would be the case if such goods or services were obtained from or provided by an unrelated third party. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Managing General Partner is responsible for managing the business and affairs of the Partnership. The Partnership pays the Managing General Partner a non-accountable (no support is required for payment) annual allowance (adjusted annually to reflect increases in the Consumer Price Index), plus reimbursement of out-of-pocket costs incurred to other parties for services rendered to the Partnership. The allowance for the years ended December 31, 1993, 1994, and 1995 was $528,000, $542,508, and $585,445, respectively. The allowance is payable quarterly, in arrears. The Partnership's accounts payable balance includes $187,204 and $135,627 for this allowance as of December 31, 1995 and 1994, respectively. The Managing General Partner paid no out-of-pocket costs to other parties on behalf of the Partnership during 1993, 1994, and 1995. To compensate the Managing General Partner for its efforts and increased internal expenses with respect to additional properties, the Partnership will pay the Managing General Partner, with respect to each additional property purchased: (i) a one-time acquisition fee equal to one percent of the purchase price for such property and (ii) an annual fee equal to one percent of the purchase price for such property, adjusted for increases in the Consumer Price Index. For 1995, the one-time acquisition fee equaled $109,238, which was capitalized, and the increase in the non-accountable annual fee for 1995 equaled $29,375. In addition, if the Rate of Return (as defined) on the Partnership's equity in all additional properties exceeds 12 percent per annum for any fiscal year, the Managing General Partner will be paid an additional fee equal to 25 percent of the cash flow received with respect to such additional properties in excess of the cash flow representing a 12 percent Rate of Return thereon. However, to the extent such distributions are ultimately received by the Managing General Partner in excess of those provided by its 1.98 percent Partnership interest, they will reduce the fee payable with respect to such excess flow from any additional properties. Pursuant to the terms of the Partnership Agreement, the Managing General Partner is required to make available to the Partnership an unsecured, interest-free, revolving line of credit in the principal amount of $500,000 to provide the Partnership with the necessary working capital to minimize or avoid seasonal fluctuation in the amount of quarterly cash distributions. No loans were made or were outstanding at any time during the years ended December 31, 1993, 1994, and 1995. For further information, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." A note receivable of $255,000 from Arkansas Restaurants #10 L.P. was outstanding at December 31, 1995. The note receivable is due on September 1, 1996, and has an interest rate of 9.0% per annum. As of December 31, 1995, the Managing General Partner owned 90% of Arkansas Restaurants #10 L.P. On March 17, 1995, the limited partners granted the Managing General Partner options to acquire up to 400,000 units, subject to certain adjustments under anti-dilution provisions. The initial exercise price of each option is $15.50 which is the average closing price of the depository receipts for the Units on the New York Stock Exchange for the five trading days immediately after the date of grant. The options are non-transferable except by operation of law and are currently fully exercisable. The options expire on the tenth anniversary of the date as of which the exercise price is determined. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: May 23, 1996 U.S. RESTAURANT PROPERTIES MASTER L.P. By: U.S. RESTAURANT PROPERTIES, INC., its Managing General Partner By: s/Robert J. Stetson ------------------- Robert J. Stetson President, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Managing General Partner of the Partnership and in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- s/Robert J. Stetson Director of U.S. Restaurant May 23, 1996 - ------------------- Properties, Inc. (Principal Robert J. Stetson Executive Officer, Chief Financial Officer and Principal Accounting Officer) s/Fred H. Margolin Director of U.S. Restaurant May 23, 1996 - ------------------ Properties, Inc. Fred H. Margolin s/Eugene G. Taper Director of U.S. Restaurant May 23, 1996 - ----------------- Properties, Inc. Eugene G. Taper s/Gerald H. Graham Director of U.S. Restaurant May 23, 1996 - ------------------ Properties, Inc. Gerald H. Graham s/Darrel Rolph Director of U.S. Restaurant May 23, 1996 - -------------- Properties, Inc. Darrel Rolph s/David Rolph Director of U.S. Restaurant May 23, 1996 - ------------- Properties, Inc. David Rolph 3 EXHIBIT INDEX 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. (Incorporated by reference to Exhibit 3.1 to the Registrant's 10-K Annual Report for the year ended December 31, 1994.) 3.2 Second Amended and Restated Agreement of Limited Partnership of U.S. Restaurant Properties Master L.P. dated as of March 17, 1995. (Incorporated by reference to Exhibit 3.2 to the Registrant's 10-K Annual Report for the year ended December 31, 1994.) 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. (Incorporated by reference to Exhibit 3.3 to the Registrant's 10-K Annual Report for the year ended December 31, 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. (Incorporated by reference to Exhibit 3.4 to the Registrant's 10-K Annual Report for the year ended December 31, 1994.) 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. (Incorporated by reference to Exhibit 10.3 to the Registrant's 10-K Annual Report for the year ended December 31, 1994.) 4 #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 re change of 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.) 10.6 Amended and Restated Secured Loan Agreement dated as of February 15, 1996 between Registrant and various banks. (Incorporated by reference to Exhibit 10.6 to the Registrant's 10-K Annual Report for the year ended December 31, 1995.) 10.7 Demand Promissory Note dated as of August 15, 1995, executed by Arkansas Restaurants #10 L.P. for the benefit of U.S. Restaurant Properties Operating L.P. (Incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-3, Registration No. 333-02675.) 10.8 Mortgage Warehouse Facility dated as of May 1996 between the Registrant and Morgan Keegan Mortgage Company, Inc. (Incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-3, Registration No. 333-02675.) 12.1 Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 22.1 to the Registrant's 10-K Annual Report for the year ended December 31, 1994.) 27.1 Financial Data Schedule __________________ # Management compensatory document. 5
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