UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2006
CNL Income Properties, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 000-51288 | | 20-0183627 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
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| 450 South Orange Ave. | | |
| Orlando, Florida | | 32801 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: 407-650-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On April 21, 2006, we entered into an agreement with Horizon Family Holdings, LLC (“HFE Horizon, LP”) and acquired and leased back two Hawaiian Falls waterparks, the Garland Waterpark located in Garland, Texas and the Colony Waterpark in Colony, Texas, collectively the “Waterparks” for a purchase price of approximately $12.1 million excluding closing costs. The Garland Waterpark consists of approximately 10 acres with slides, rivers, children’s attractions and a small wave pool with additional areas for groups and private parties. The Colony Waterpark consists of approximately 7.5 acres with slides, rivers, children’s attractions and a small wave attraction. Both waterparks are on long-term municipal ground leases from the municipalities.
HFE Horizon, LP leased the waterparks under a triple-net lease basis for a term of 27 years with no renewal option. Rent under the triple-net lease consists of base rent and percentage rent. The following is a description of the properties acquired and the lease terms:
PROPERTY ACQUISITIONS
| | | | | | | | | | |
Property location and description | | Purchase
price(1) | | Date
acquired | | Lease
expiration
and renewal
options | | Minimum annual
rent | | Percentage
rent |
Hawaiian Falls Colony Waterpark (the “Colony Property”) Located 35 minutes north of Dallas along the southeastern shores of Lake Lewisville, the Colony Property includes rides such as: The Waikiki Wipeout waterslide and The Flyin’ Hawaiian waterslide | | $ 5,820,000 | | 04/21/06 | | 05/01/2033 with no renewal options | | $567,450 in the initial year | | 15% of consolidated Colony and Garland gross revenues in excess of $4.2 million |
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Hawaiian Falls Garland Waterpark (the “Garland Property”) The Garland Property is located on the 129-acre W. Cecil Winters Regional Park, north of Dallas. Specific rides and attractions currently include: The Pineapple Express open flume slide, The Pipeline Flume Slide and The Flyin’ Hawaiian waterslide. | | $ 6,305,000 | | 04/21/06 | | 05/01/2033 with no renewal options | | $614,738 in the initial year | | 15% of consolidated Colony and Garland gross revenues in excess of $4.2 million |
FOOTNOTES:
| (1) | The approximate federal income tax basis of the depreciable portion (the building and equipment portion) of each of the properties is set forth below: |
| | |
Property | | Estimated federal tax basis |
The Colony Property | | $ 5,820,000 |
The Garland Property | | 6,305,000 |
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Total | | $12,125,000 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date:04/25/2006 | | CNL INCOME PROPERTIES, INC. |
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| | By: | | /s/ R. Byron Carlock, Jr. |
| | Name: | | R. Byron Carlock, Jr. |
| | Title: | | President and Interim Chief Executive Officer |
