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. 3)
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)
DECEMBER 31, 2001
--------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
(Continued on following pages)
CUSIP NO. 90 2 97110 Page 2 of 35 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
12.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP NO. 90 2 97110 Page 3 of 35 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
12.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP NO. 90 2 97110 Page 4 of 35 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
12.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP NO. 90 2 97110 Page 5 of 35 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
12.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP NO. 90 2 97110 Page 6 of 35 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
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
CUSIP NO. 90 2 97110 Page 7 of 35 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
7.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
CUSIP NO. 90 2 97110 Page 8 of 35 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
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
CUSIP NO. 90 2 97110 Page 9 of 35 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HUDSON ADVISORS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 3,729,765
OWNED BY
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
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
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
CUSIP NO. 90 2 97110 Page 10 of 35 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HUDSON ADVISORS ASSOCIATES, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 3,729,765
OWNED BY
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,729,765
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
CUSIP NO. 90 2 97110 Page 11 of 35 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
ADVISORS GENPAR, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 3,729,765
OWNED BY
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,729,765
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
CUSIP NO. 90 2 97110 Page 12 of 35 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
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
12
CUSIP NO. 90 2 97110 Page 13 of 35 Pages
This Amendment No. 3 to Schedule 13D is being filed by the Reporting
Persons (as defined below). This Amendment No. 3 to Schedule 13D amends and
supplements Items 3, 4 and 5 contained in the Reporting Persons' Amendment No. 2
to Schedule 13D, dated August 25, 2001. Items 1, 2, 6 and 7 of Amendment No. 2
to Schedule 13D remain unchanged. Each capitalized term used herein and not
otherwise defined has the meaning given such term in Amendment No. 2 to Schedule
13D. Each Reporting Person disclaims responsibility for the completeness and
accuracy of the information contained in this Schedule 13D concerning the other
Reporting Persons.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.001 par value per share
(the "Common Stock"), of U.S. Restaurant Properties, Inc., a Maryland
corporation ("USRP"). The address of the principal executive offices of USRP is
12240 Inwood Road, Suite 300, Dallas, Texas 75244.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c). This statement is filed on behalf of LSF3 Capital Investments
I, LLC, a Delaware limited liability company ("Investments I") and LSF III
Capital Investments L.P., a Delaware limited partnership, and a successor by
merger to LSF3 Capital Investments II, LLC, a Delaware limited liability company
("Investments II").
The sole member of Investments I is LSF3 REOC I, L.P., a Delaware
limited partnership ("REOC"). The general partner of REOC is LSF3 GenPar I, LLC,
a Delaware limited liability company ("GenPar"). The sole member of GenPar is
Lone Star Fund III (U.S.), L.P. a Delaware limited partnership ("Fund III"). The
general partner of Fund III is Lone Star Partners III, L.P., a Bermuda limited
partnership ("Partners III"). The general partner of Partners III is Lone Star
Management Co. III, Ltd., a Bermuda exempted limited liability company
("Management III"). John P. Grayken ("Grayken"), a citizen of Ireland, is the
sole stockholder, a director and President of Management III. Grayken is also
sole shareholder and director of Advisors GenPar, Inc., a Texas corporation
("Advisors GenPar") as discussed below. Effective May 1, 2001, Investments II
merged with and into LSF3 Capital Investments II, LLC, with Investments II as
the surviving entity. The general partner of Investments II is Partners III, and
the general partner of Partners III is Management III. Hudson Advisors, L.L.C.,
a Texas limited liability company ("Hudson"), is an asset manager and, has
certain dispositive rights with respect to the shares of Common Stock owned by
Investments I and Investments II, pursuant to an agreement among Investments I,
Investments II and Hudson (the "Asset Management Agreement"), a copy of which is
attached hereto as Exhibit 10.7 and incorporated herein by reference. The
managing member of Hudson is Hudson Advisors Associates, L.P., a Texas limited
partnership ("Advisors"). The general partner of Advisors is Advisors GenPar.
The address of the principal offices and business address of
Investments I, Investments II, REOC, GenPar and Fund III is 600 North Pearl
Street, Suite 1550, Dallas, Texas 75201. The address of the principal offices
and business address of Hudson, Advisors and Advisors GenPar is 600 North Pearl
Street, Suite 1500, Dallas, Texas 75201. The address of the principal offices
and business address of Partners III and Management III is Clarendon House, Two
Church
13
CUSIP NO. 90 2 97110 Page 14 of 35 Pages
Street, Hamilton, HM 11, Bermuda. The business address of Grayken, is 50 Welbeck
Street, London, United Kingdom, W1M7HE.
Investments I, Investments II, REOC, GenPar, Fund III, Partners III,
Management III, Hudson, Advisors and Advisors GenPar (collectively, the "Lone
Star Entities" and with Grayken, the "Reporting Persons") are all part of a
series of private investment entities investing in a broad range of primarily
real estate related investments. Investors in these entities are primarily
pension funds and other institutional investors. Grayken's principal occupation
is serving in the aforementioned offices of Management III.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Other Information
Attached as Schedule I hereto is a list of the directors and executive
officers of Management III, GenPar and Advisors GenPar which contains the
following information with respect to each person:
(i) name;
(ii) principal business address; and
(iii) present principal occupation or employment.
None of the persons identified on Schedule I hereto has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the persons identified on Schedule
I hereto has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Each person identified on Schedule I hereto is a United States
citizen, other than Grayken, who is a citizen of Ireland, and John C.R. Collis
and Dawn C. Griffiths, both of whom are citizens of Bermuda.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On March 9, 2001 Investments I paid USRP $3,100,403 and Investments
II paid USRP $1,899,601 for 291,118 and 178,366 shares of Common Stock,
respectively, pursuant to
14
CUSIP NO. 90 2 97110 Page 15 of 35 Pages
the terms of that certain Amended and Restated Stock Purchase Agreement dated as
of February 7, 2001, (the "REIT Stock Purchase Agreement") attached hereto as
Exhibit 10.1 and incorporated herein by reference, by and between USRP and Lone
Star U.S. Acquisitions, LLC, a Delaware limited liability company ("LS
Acquisitions"), which subsequently assigned its rights and obligations
thereunder to Investments I and Investments II pursuant to an Assignment and
Assumption Agreement dated as of March 9, 2001, a copy of which is attached
hereto as Exhibit 10.2 and incorporated herein by reference. The purchase price
for these shares was paid from working capital of Investments I and Investments
II that was provided by capital contributions of the members of Investments I
and Investments II. Under the terms of the REIT Stock Purchase Agreement,
Investments I and Investments II have agreed to purchase from USRP an additional
873,353 and 535,098 shares of Common Stock, respectively (together, the
"Additional Shares"), also at a price of $10.65 per share on or before September
5, 2001. On August 25, 2001, USRP's board of directors extended the date on or
before which Investments I and Investments II must purchase the Additional
Shares to December 31, 2001. On October 26, 2001, Investments I paid USRP
approximately $4,340,557 and Investment II paid USRP approximately $2,659,443
for 407,564 and 249,713 shares of the Additional Shares, respectively. On
December 11, 2001, Investments I paid USRP approximately $2,480,320 and
Investments II paid USRP approximately $1,519,680 for 232,894 and 142,693 shares
of the Additional Shares, respectively. On December 31, 2001, Investments I paid
USRP $2,480,320 and Investments II paid USRP $1,519,680 for 232,894 and 142,693
shares of the Additional Shares, respectively. In each of these three purchases,
the purchase price for the Additional Shares was also paid out of working
capital.
(b) On March 9, 2001 Investments I paid the Selling Stockholders an
aggregate of $13,033,009.17 and Investments II paid the Selling Stockholders an
aggregate of $7,985,261.32 for 1,148,283 and 703,547 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.
15
CUSIP NO. 90 2 97110 Page 16 of 35 Pages
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons have acquired shares and 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 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) The Reporting Persons have the following rights:
Investments I directly and beneficially owns and has the power to vote
and dispose of 2,312,753 shares of Common Stock as described above, which is
equal to approximately 12.4% of the shares of Common Stock outstanding on
November 9, 2001, pursuant to information provided by USRP in its report on Form
10-Q for the quarterly period ended September 30, 2001. 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 beneficially
owns and has the power to vote and dispose of 2,312,753 shares of Common Stock
as described above, which is equal to approximately 12.4% of the shares of
Common Stock outstanding on November 9, 2001, pursuant to information provided
by USRP in its report on Form 10-Q for the quarterly period ended September 30,
2001. Hudson has certain rights to dispose of such shares pursuant to the Asset
Management Agreement.
16
CUSIP NO. 90 2 97110 Page 17 of 35 Pages
Through its general partner interest in REOC, GenPar beneficially owns
and has the power to vote and dispose of 2,312,753 shares of Common Stock as
described above, which is equal to approximately 12.4% of the shares of Common
Stock outstanding on November 9, 2001, pursuant to information provided by USRP
in its report on Form 10-Q for the quarterly period ended September 30, 2001.
Hudson has certain rights to dispose of such shares pursuant to the Asset
Management Agreement.
Through its ownership interests in GenPar, Fund III beneficially owns
and has the power to vote and dispose of 2,312,753 shares of Common Stock as
described above, which is equal to approximately 12.4% of the shares of Common
Stock outstanding on November 9, 2001, pursuant to information provided by USRP
in its report on Form 10-Q for the quarterly period ended September 30, 2001.
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 beneficially owns and has the power
to vote and dispose of 3,729,765 shares of Common Stock as described above,
which is equal to approximately 19.9% of the shares of Common Stock outstanding
on November 9, 2001, pursuant to information provided by USRP in its report on
Form 10-Q for the quarterly period ended September 30, 2001. Hudson has certain
rights to dispose of such shares pursuant to the Asset Management Agreement.
Through its general partnership interest in Partners III, Management
III beneficially owns and has the power to vote and dispose of 3,729,765 shares
of Common Stock as described above, which is equal to approximately 19.9% of the
shares of Common Stock outstanding on November 9, 2001, pursuant to information
provided by USRP in its report on Form 10-Q for the quarterly period ended
September 30, 2001. 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 beneficially owns and has the power to vote and to dispose of 3,729,765
shares of Common Stock as described above, which is equal to approximately 19.9%
of the shares of Common Stock outstanding on November 9, 2001, pursuant to
information provided by USRP in its report on Form 10-Q for the quarterly period
ended September 30, 2001. 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 directly and beneficially owns and has the
power to dispose of 1,417,012 shares of Common Stock as described above, which
is equal to approximately 7.6% of the shares of Common Stock outstanding on
November 9, 2001, pursuant to information provided by USRP in its report on Form
10-Q for the quarterly period ended September 30, 2001. Investments II granted
Hudson certain rights to dispose of such shares pursuant to the Asset Management
Agreement.
Pursuant to the Asset Management Agreement, Hudson has 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 19.9%
of the shares of Common Stock
17
CUSIP NO. 90 2 97110 Page 18 of 35 Pages
outstanding on November 9, 2001, pursuant to information provided by USRP in its
report on Form 10-Q for the quarterly period ended September 30, 2001. Through
its managing member interest in Hudson, Advisors has 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 19.9% of the
shares of Common Stock outstanding on November 9, 2001, pursuant to information
provided by USRP in its report on Form 10-Q for the quarterly period ended
September 30, 2001. Through its general partner interest in Advisors, Advisors
GenPar has 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 19.9% of the shares of Common Stock outstanding on
November 9, 2001, pursuant to information provided by USRP in its report on Form
10-Q for the quarterly period ended September 30, 2001.
(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.
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
18
CUSIP NO. 90 2 97110 Page 19 of 35 Pages
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 9, 2001 (related to the
Stockholder Stock Purchase Agreement)(1)
Exhibit 10.5 Registration Rights Agreement among U.S. Restaurant Properties,
Inc., LSF3 Capital Investments I, LLC and LSF3 Capital Investments
II, LLC dated as of March 9, 2001(1)
Exhibit 10.6 Excepted Holder Agreement among U.S. Restaurant Properties, Inc.,
LSF3 Capital Investments I, LLC and LSF3 Capital Investments II,
LLC dated as of March 9, 2001(1)
Exhibit 10.7 Asset Management Agreement among Hudson Advisors, L.L.C., LSF3
Capital Investments I, LLC and LSF III Capital Investments L.P.
dated August 13, 2001(2)
Exhibit 99.1 Agreement Among Filing Parties dated as of March 19, 2001 (1)
--------------
(1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on March 9, 2001, and is incorporated herein by reference.
(2) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on August 13, 2001, and is incorporated herein by reference.
19
CUSIP NO. 90 2 97110 Page 20 of 35 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: January 25, 2002
20
CUSIP NO. 90 2 97110 Page 21 of 35 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: January 25, 2002
21
CUSIP NO. 90 2 97110 Page 22 of 35 Pages
LSF3 GenPar I, LLC, a Delaware limited liability company
By: /s/ Benjamin D. Velvin III
----------------------------------------
Benjamin D. Velvin III
Vice President
Date: January 25, 2002
22
CUSIP NO. 90 2 97110 Page 23 of 35 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
23
CUSIP NO. 90 2 97110 Page 24 of 35 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/ John P. Grayken
-----------------------------------
John P. Grayken
President
24
CUSIP NO. 90 2 97110 Page 25 of 35 Pages
Lone Star Management Co. III, Ltd., a Bermuda exempted liability company
By: /s/ Benjamin D. Velvin III
------------------------------------
Benjamin D. Velvin III
Vice President
25
CUSIP NO. 90 2 97110 Page 26 of 35 Pages
LSF III Capital Investments L.P., a Delaware limited partnership
By: Lone Star Partners III, L.P., its General Partner and
a Bermuda limited partnership
By: Lone Star Management Co. III, Ltd., its General Partner and
a Bermuda exempted limited liability company
By: /s/ Benjamin D. Velvin III
----------------------------------------
Benjamin D. Velvin III
Vice President
26
CUSIP NO. 90 2 97110 Page 27 of 35 Pages
Date: January 25, 2002 /s/ John P. Grayken
-------------------------------
JOHN P. GRAYKEN
27
CUSIP NO. 90 2 97110 Page 28 of 35 Pages
Hudson Advisors, L.L.C., a Texas limited liability company
By: /s/ Robert J. Corcoran
------------------------------
Robert J. Corcoran
President
28
CUSIP NO. 90 2 97110 Page 29 of 35 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
29
CUSIP NO. 90 2 97110 Page 30 of 35 Pages
Advisors GenPar, Inc., a Texas corporation
By: /s/ Robert J. Corcoran
-----------------------------------
Robert J. Corcoran
President
30
CUSIP NO. 90 2 97110 Page 31 of 35 Pages
SCHEDULE I
Instruction C. Information for Officers and Directors of Management III, GenPar
and Advisors GenPar.
OFFICERS AND DIRECTORS OF MANAGEMENT III
Name: John P. Grayken
Present Principal Occupation or President and Director
Employment:
Business Address: 50 Welbeck Street
London, United Kingdom
W1M 7HE
Name: J.D. Dell
Present Principal Occupation or Vice President, General Counsel and Director
Employment:
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
Name: Anthony D. Whaley
Present Principal Occupation or Alternate Director
Employment:
Business Address: Clarendon House, Two Church Street
Hamilton, HM11 Bermuda
Name: Dawn C. Griffiths
Present Principal Occupation or Director
Employment
Business Address: Clarendon House, Two Church Street
Hamilton, HM11 Bermuda
Name: Ginger M. Quillen
Present Principal Occupation or Vice President
Employment:
31
CUSIP NO. 90 2 97110 Page 32 of 35 Pages
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
Name: Len Allen, Jr.
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
Name: Sandra Collins
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
32
CUSIP NO. 90 2 97110 Page 33 of 35 Pages
Name: Benjamin D. Velvin III
Present Principal Occupation or Vice President, Assistant Secretary
Employment: and Director
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
Name: Michael D. Thomson
Present Principal Occupation or Director
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
33
CUSIP NO. 90 2 97110 Page 34 of 35 Pages
OFFICERS AND DIRECTORS OF ADVISORS GENPAR
Name: John P. Grayken
Present Principal Occupation or Director
Employment:
Present Principal Occupation or 50 Welbeck Street
Employment: London, United Kingdom
W1M 7HE
Name: Robert J. Corcoran
Present Principal Occupation or President
Employment:
Present Principal Occupation or Hudson Advisors, LLC
Employment: 600 North Pearl Street, Suite 1500
Dallas, Texas 75201
Name: J.D. Dell
Present Principal Occupation or Vice President
Employment
Business Address: Lone Star Management Co. III, Ltd.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
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 Page 35 of 35 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(2)
Exhibit 99.1 Agreement Among Filing Parties dated as of
March 19, 2001(1)
----------
(1) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on March 9, 2001, and is incorporated herein by reference.
(2) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on August 13, 2001, and is incorporated herein by reference.