-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F5CnLCVi23B577hBE3iHRsyZVopY5Qiau9aUS2mJpd90ULf1rN3l24xSOH2Cc0UA yJbRMMjgEEtUQgPYOanyuQ== 0001032462-98-000028.txt : 19980603 0001032462-98-000028.hdr.sgml : 19980603 ACCESSION NUMBER: 0001032462-98-000028 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980602 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000825788 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 391606834 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-53823 FILM NUMBER: 98641161 BUSINESS ADDRESS: STREET 1: 101 W 11TH STREET STE 1110 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 6088292992 MAIL ADDRESS: STREET 1: 101 WEST 11TH ST STREET 2: STE 1110 CITY: KANSAS CITY STATE: MO ZIP: 64105 FORMER COMPANY: FORMER CONFORMED NAME: DIVALL INSURED INCOME FUND-2 LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19880229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: U S RESTAURANT PROPERTIES INC CENTRAL INDEX KEY: 0001032462 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752687420 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 270 LB168 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: 9723871487 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 270 CITY: DALLAS STATE: TX ZIP: 75230 SC 14D1/A 1 SCHEDULE 14D-1/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 14D-1/A Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 3) DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP (Name of Subject Company) U.S. RESTAURANT PROPERTIES, INC. (Bidder) Limited Partnership Interests (Title of Class of Securities) 255017105 (CUSIP Number of Class of Securities) ROBERT J. STETSON U.S. RESTAURANT PROPERTIES, INC. 5310 HARVEST HILL ROAD, SUITE 270 DALLAS, TEXAS 75230 (972) 387-1487 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: KENNETH L. BETTS WINSTEAD SECHREST & MINICK P.C. 1201 ELM STREET, SUITE 5400 DALLAS, TEXAS 75270 (214) 745-5400 CALCULATION OF FILING FEE ================================================================================ Transaction valuation* Amount of filing fee - -------------------------------------------------------------------------------- $ 10,459,280 $2,093 ================================================================================ |x| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,093 Filing Party: U.S. Restaurant Properties, Inc. Form or Registration No.: Schedule 14D-1 Date Filed: March 27, 1998 ================================================================================ * For purposes of calculating the filing fee only. This amount assumes the purchase of 23,140 Interests of the subject company for $452 per Interest in cash. - 1 - This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), originally filed with the Securities and Exchange Commission (the "Commission") on March 27, 1998, relates to the offer by U.S. Restaurant Properties, Inc., a Maryland corporation (the "Bidder"), to purchase up to 49.9% of the limited partnership interests (the "Interests"), of Divall Insured Income Properties 2 Limited Partnership, a Wisconsin limited partnership (the "Partnership"), upon the terms and subject to the conditions set forth in the Bidder's Offer to Purchase dated March 27, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended from time to time, together with the Offer to Purchase, constitutes the "Offer"), copies of which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) respectively. ITEM 10. ADDITIONAL INFORMATION Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding the following text thereto: On June 2, 1998, the Company issued a press release, a copy of which is attached hereto as exhibit (a)(7) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by adding the following Exhibit: (a)(7) Text of Press Release, dated June 2, 1998. - 2 - SIGNATURE After due 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. Dated: June 2, 1998 U.S. RESTAURANT PROPERTIES, INC. By: /s/ Robert J. Stetson --------------------------------------- Robert J. Stetson Chief Executive Officer and President - 3 - EXHIBIT INDEX Exhibit Number Exhibit Name Page Number - -------- -------------- ------------- (a)(1)* Offer to Purchase dated March 27, 1998. (a)(2)* Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). (a)(3)* Form of Letter to Interest Holders. (a)(4)* Form of Response Card. (a)(5)* Form of Response Letter. (a)(6)* Form of Letter to Interest Holders, dated May 11, 1998. (a)(7) Text of Press Release, dated June 2, 1998. *Previously filed. - 4 - EXHIBIT (a)(7) TEXT OF PRESS RELEASE U.S. RESTAURANT PROPERTIES, INC. EXTENDS EXPIRATION DATE FOR DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP TENDER OFFER TO JUNE 8, 1998 U.S. Restaurant Properties, Inc. today announced the extension of the tender offer commenced on March 27, 1998, to purchase a limited number of the outstanding limited partnership interests of DiVall Insured Income Properties 2 Limited Partnership at $452 per interest. The offer and withdrawal rights will expire at 6:00 p.m., Dallas, Texas time on Monday, June 8, 1998, unless the tender offer is further extended. Approximately 222 limited partnership interests have been tendered and not withdrawn to date in response to the tender offer. -----END PRIVACY-ENHANCED MESSAGE-----