1
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. 1)
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 13, 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)
(Page 1 of 34 Pages)
2
CUSIP No. 90 2 97110 13D 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!
3
CUSIP No. 90 2 97110 13D 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!
4
CUSIP No. 90 2 97110 13D 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!
5
CUSIP No. 90 2 97110 13D Page 5 of 34 Pages
--------------------- ------- -------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Lone Star Fund III (U.S.), 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!
6
CUSIP No. 90 2 97110 13D 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!
7
CUSIP No. 90 2 97110 13D Page 7 of 34 Pages
--------------------- ------- -------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
LSF III CAPITAL INVESTMENTS 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 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!
8
CUSIP No. 90 2 97110 13D 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!
9
CUSIP No. 90 2 97110 13D 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
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!
10
CUSIP No. 90 2 97110 13D 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
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!
11
CUSIP No. 90 2 97110 13D 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
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*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
12
CUSIP No. 90 2 97110 13D 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!
13
CUSIP No. 90 2 97110 13D Page 13 of 34 Pages
--------------------- ------- -------
This Amendment No. 1 to Schedule 13D is being filed by the Reporting
Persons (as defined below). This Amendment No. 1 to Schedule 13D amends and
supplements Items 2, 5, 6 and 7 contained in the Reporting Persons' original
Schedule 13D, dated March 9, 2001. Items 1, 3 and 4 of the original Schedule 13D
remain unchanged. Each capitalized term used herein and not otherwise defined
has the meaning given such term in the original 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 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
14
CUSIP No. 90 2 97110 13D Page 14 of 34 Pages
--------------------- ------- -------
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 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
15
CUSIP No. 90 2 97110 13D Page 15 of 34 Pages
--------------------- ------- -------
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, also at a price of
$10.65 per share on or before September 5, 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.
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
16
CUSIP No. 90 2 97110 13D Page 16 of 34 Pages
--------------------- ------- -------
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.
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.
17
CUSIP No. 90 2 97110 13D Page 17 of 34 Pages
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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.
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.
18
CUSIP No. 90 2 97110 13D Page 18 of 34 Pages
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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 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
19
CUSIP No. 90 2 97110 13D Page 19 of 34 Pages
--------------------- ------- -------
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.*
Exhibit 99.1 Agreement Among Filing Parties dated as of
March 19, 2001(1)
-------------------------------------------------------------------------------
* Filed herewith.
(1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on March 9, 2001, and is incorporated herein by reference.
20
CUSIP No. 90 2 97110 13D 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: LSF3 REOC I, L.P., its Sole Member and
a Delaware limited partnership
By: LSF3 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: August 8, 2001
----------------------------------------------
21
CUSIP No. 90 2 97110 13D Page 21 of 34 Pages
--------------------- ------- -------
LSF3 REOC I, L.P., a Delaware limited partnership
By: LSF3 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: August 8, 2001
----------------------------------------------
22
CUSIP No. 90 2 97110 13D Page 22 of 34 Pages
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LSF3 GenPar I, LLC, a Delaware limited liability company
By: /s/ BENJAMIN D. VELVIN III
-------------------------------------------------
Benjamin D. Velvin III
Vice President
Date: August 8, 2001
-----------------------------------------
23
CUSIP No. 90 2 97110 13D 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
24
CUSIP No. 90 2 97110 13D 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/ MICHAEL D. THOMSON
---------------------------------------------
Michael D. Thomson
Vice President
Witnessed on 10th day of August, 2001 in Jakarta, Indonesia
By: /s/ Richard Smith
---------------------------------------------
25
CUSIP No. 90 2 97110 13D Page 25 of 34 Pages
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Lone Star Management Co. III, Ltd., a Bermuda exempted
liability company
By: /s/ MICHAEL D. THOMSON
---------------------------------------------
Michael D. Thomson
Vice President
Witnessed on 10th day of August, 2001 in Jakarta, Indonesia
By: /s/ RICHARD SMITH
---------------------------------------------
26
CUSIP No. 90 2 97110 13D 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/ J.D. DELL
---------------------------------------------
J.D. Dell
Vice President
27
CUSIP No. 90 2 97110 13D Page 27 of 34 Pages
--------------------- ------- -------
/s/ JOHN P. GRAYKEN
Date: August 8 , 2001 ------------------------------------
----------------------- JOHN P. GRAYKEN
28
CUSIP No. 90 2 97110 13D Page 28 of 34 Pages
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Hudson Advisors, L.L.C., a Texas limited liability company
By: /s/ ROBERT J. CORCORAN
----------------------------------
Robert J. Corcoran
President
29
CUSIP No. 90 2 97110 13D 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
30
CUSIP No. 90 2 97110 13D Page 30 of 34 Pages
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Advisors GenPar, Inc., a Texas corporation
By: /s/ ROBERT J. CORCORAN
--------------------------------------
Robert J. Corcoran
President
31
CUSIP No. 90 2 97110 13D Page 31 of 34 Pages
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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 and Director
Employment:
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
Name: John C.R. Collis
Present Principal Occupation or Director
Employment:
Business Address: Clarendon House, Two Church Street
Hamilton, HM11 Bermuda
Name: Dawn C. Griffiths
Present Principal Occupation or Alternate Director
Employment
Business Address: Clarendon House, Two Church Street
Hamilton, HM11 Bermuda
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
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, Toyko Japan
105-0001
32
CUSIP No. 90 2 97110 13D Page 32 of 34 Pages
--------------------- ------- -------
Name: Benjamin D. Velvin III
Present Principal Occupation or Vice President and Assistant Secretary
Employment:
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
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:
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
Name: John P. Grayken
33
CUSIP No. 90 2 97110 13D Page 33 of 34 Pages
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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
Name: Benjamin D. Velvin III
Present Principal Occupation or Vice President
Employment:
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
34
CUSIP No. 90 2 97110 13D Page 34 of 34 Pages
--------------------- ------- -------
EXHIBIT INDEX
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 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.*
Exhibit 99.1 Agreement Among Filing Parties dated as of March 19,
2001(1)
------------------------------------------------------------------------------
* Filed herewith.
(1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on March 9, 2001, and is incorporated herein by reference.