UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
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COMMISSION FILE NO. 033-53455-02
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CRC-I LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3213553
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(State of Incorporation) (I.R.S. Employer
Identification No.)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 571-2470
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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DOCUMENTS INCORPORATED BY REFERENCE - None
ITEM 1. BUSINESS
On January 5, 1994, in a private placement transaction, FM 1993A
Corp. (the "Issuer") issued and sold $70,000,000 aggregate principal amount of
notes, which were subsequently exchanged for registered notes (the "Notes").
Proceeds from the issuance of the notes were used to purchase two secured
promissory notes issued by CRC-I Limited Partnership ("CRC-I") and CRC-II
Limited Partnership ("CRC-II"), in the principal amounts of $30,172,952 and
$39,827,048, from CRC-I and CRC-II, respectively (the "CRC-I Note" and the
"CRC-II Note", respectively; collectively, the "CRC Notes") for a purchase
price of $28,633,100 for the CRC-I Note and $37,794,505 for the CRC-II Note.
The proceeds from the purchase of the CRC Notes were used by CRC-I and
CRC-II to enable each of them to acquire from Foodmaker estates for years to
expire on November 30, 2028 (the "Estates For Years"; individually, an
"Estate For Years") in: (1) in the case of CRC-I, 38 existing Jack In The Box
restaurants (the "CRC-I Assets"), and (2) in the case of CRC-II, four
existing Jack In The Box restaurants and 34 to-be-constructed
Jack In The Box restaurants (the "CRC-II Assets"), all which have been
substantially completed; (collectively, the Properties").
The purchase price for each of the CRC Notes has been disbursed in full.
A portion of the purchase price for each such note was held as collateral
security for the Notes by the trustee acting on behalf of the holders of
Notes, pursuant to the terms of an indenture agreement dated December 15,
1993, by and between the FM 1993A Corp., as principal and agent for CRC-I
Limited Partnership and CRC-II Limited Partnership, and State Street Bank and
Trust Company, as amended, (the "Indenture"), and released by the trustee to
Foodmaker from time to time as Foodmaker acquired fee title to the subject
properties and conveyed an Estate For Years therein to CRC-I or CRC-II and met
certain other conditions.
Concurrently with the acquisition by CRC-I and CRC-II of the Estate For
Years in the subject properties, CRC-I and CRC-II leased such properties to
Foodmaker, Inc. ("Foodmaker") pursuant to a long-term, triple-net master
lease (the "CRC-I Lease" or the "CRC-II Lease", respectively; collectively,
the CRC Leases).
Since January 5, 1994, Foodmaker has been responsible for rental
payments on all of the properties under the CRC Leases regardless of whether
CRC-I and CRC-II had acquired the Estates For Years in such properties. The
aggregate payments required to be made by Foodmaker under the CRC Leases
should be sufficient to pay interest and principal on the Notes by the end of
the basic term.
The CRC Leases require Foodmaker through 2002 to make payments
semi-annually under the CRC Leases to a trustee of approximately $3.4
million and special payments of approximately $0.7 million, which effectively
cover interest and sinking fund requirements, respectively, on the Notes.
Immediately prior to the principal payment dates on the Notes, Foodmaker must
make rejectable offers to reacquire 50% of the properties at each date at a
price which is sufficient, in conjunction with previous sinking fund deposits,
to retire the Notes. If CRC-I or CRC-II reject the offers, Foodmaker may
purchase the properties at less than fair market value or cause CRC-I or
CRC-II to fund the remaining principal payments on the Notes and, at
Foodmaker's option, cause CRC-I or CRC-II to acquire Foodmaker's residual
interest in the properties. If CRC-I or CRC-II are allowed to retain the
estates for years, Foodmaker has available options to extend the leases for
total terms of up to 35 years, at which time the ownership of the property
will revert to Foodmaker.
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As collateral security for the CRC Notes, CRC-I and CRC-II have assigned
to the Issuer their rights under the CRC Leases and granted a security
interest in and lien upon the Estates For Years in the properties. The CRC
Notes and the collateral therefor have been pledged and assigned to the
trustee for the benefit of holders of Notes. Foodmaker's remaining interest
in the properties has been pledged to secure the Notes. In addition, each of
CRC-I and CRC-II has executed and delivered to the Trustee a guaranty of the
Notes which guaranties are nonrecourse to the general partners of each of
CRC-I and CRC-II.
Foodmaker owns, operates and franchises the Jack In The Box restaurant
concept. Jack In The Box, with system-wide sales of approximately $1 billion
in fiscal 1994, has restaurants located principally in the Western and
Southwestern United States. In addition, Foodmaker owns approximately 40% of
Family Restaurants, Inc., the operator of full service family restaurants
located primarily in California and parts of the Southwest under the Carrow's
and Coco's formats and full service Mexican restaurants nationwide operated
under the Chi-Chi's, El Torito and Casa Gallardo names.
The Issuer
General
The Issuer is a special purpose corporation, incorporated in the State of
Delaware on December 22, 1993 for the benefit of Foodmaker in connection with
the transactions described herein. The purposes of the Issuer are limited to:
(i) issuing and selling the Notes, as principal and as agent for CRC-I and
CRC-II, and entering into the Indenture in connection therewith (the
"Financing"); (ii) acquiring, owning and holding obligations of CRC-I and
CRC-II, accounts, investments and other property to be pledged as collateral
for the Notes and pledging such property as collateral for the Notes; and
(iii) engaging in any other activities that are necessary, suitable, or
convenient to accomplish the matters set forth in the foregoing clauses (i)
and (ii). In furtherance of such limited purposes, the Issuer may not create,
incur or assume any indebtedness other than pursuant to or in connection with
its original financing and the transactions contemplated thereby, or incur,
assume, or guarantee the indebtedness of any person or entity, including,
without limitation, pursuant to any purchase or repurchase agreement, capital
lease, indemnity, or any keep-well, take-or-pay, through-put, or other
arrangement having the effect of assuring or holding harmless any third person
or entity against loss with respect to any obligation of such other person or
entity, unless such indebtedness is an invoice, statement of account, check,
work request, purchase order or other similar document representing expenses
relating to the permitted activities of the Issuer described above. The
principal executive offices of the Issuer are located at 9330 Balboa Avenue,
San Diego, California 92123, and the Issuer's telephone number is
(619) 571-2470.
Employees
Pursuant to the terms of the Indenture, the Issuer does not employ any
employees.
CRC-I
General
CRC-I is a Massachusetts special purpose limited partnership which was
organized solely for the purpose of participating in the aforementioned
transactions. The original Certificate of Limited Partnership
of CRC-I was filed with the Secretary of State of the Commonwealth of
Massachusetts on December 8, 1993. The latest date upon which CRC-I is to
dissolve is December 31, 2043. The charter documents of CRC-I do not require
it to, nor does it intend to, hold annual meetings. The purposes of CRC-I
are limited to (i) acquiring, owning, holding and selling or otherwise
transferring (subject to the provisions of Section 1.06 of those certain
Deeds of Trust and Mortgages that have been entered into by CRC-I in
connection with the transactions specified in (ii) below) Estates For Years
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in the properties owned by it; (ii) the sale of mortgage notes to
the Issuer and encumbering, hypothecating, mortgaging and pledging its
interest in the subject properties as security for or in partial
satisfaction of such mortgage notes and certain other mortgage notes issued
by CRC-II; (iii) leasing the subject properties to Foodmaker pursuant to the
terms of a master lease; and (iv) engaging in any other activities which are
necessary to accomplish the foregoing purposes or are incidental thereto or
connected therewith. In furtherance of such limited purposes, CRC-I is not
permitted to engage in any activities other than those required to accomplish
the foregoing. The General Partner of CRC-I, CRC-I Corp. incorporated in the
Commonwealth of Massachusetts on December 8, 1993, is responsible for the
management of CRC-I, transacts all business for CRC-I and has complete
discretion in its management of all aspects of CRC-I's affairs. The principal
executive offices of CRC-I are located at 9330 Balboa Avenue, San Diego,
California 92123 and CRC-I's telephone number is (619)571-2470.
Employees
CRC-I has no operations and does not employ any employees.
CRC-II
General
CRC-II is a Massachusetts special purpose limited partnership which was
organized solely for the purpose of effecting the aforementioned transactions.
The original Certificate of Limited Partnership of CRC-II was filed with the
Secretary of State of the Commonwealth of Massachusetts on December 1, 1993.
The latest date upon which CRC-II is to dissolve is December 31, 2043. The
charter documents of CRC-II do not require it to, nor does it intend to,
hold annual meetings. The purposes of CRC-II are limited to (i) acquiring,
owning, holding and selling or otherwise transferring (subject to the
provisions of Section 1.06 of those certain Deeds of Trust and Mortgages
entered into by CRC-II in connection with the transactions specified in
(ii) below) Estates For Years in the properties owned by it; (ii) selling
mortgage notes to the Issuer and encumbering, hypothecating, mortgaging and
pledging its interest in such properties as security for or in partial
satisfaction of such mortgage notes and certain other mortgage notes issued
by CRC-I; (iii) leasing its properties to Foodmaker pursuant to the terms of a
master lease; and (iv) engaging in any other activities which are necessary
to accomplish the foregoing purposes or are incidental thereto or connected
therewith. In furtherance of such limited purposes, CRC-II is not permitted
to engage in any activities other than those required to accomplish the
foregoing. The General Partner of CRC-II, CRC-II Corp. incorporated in the
Commonwealth of Massachusetts on November 30, 1993, is responsible for the
management of CRC-II, transacts all business for CRC-II and has complete
discretion in its management of all aspects of CRC-II's affairs. The principal
executive offices of CRC-II are located at 9330 Balboa Avenue, San Diego,
California 92123 and CRC-II's telephone number is (619)571-2470.
Employees
CRC-II has no operations and does not employ any employees.
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ITEM 2. PROPERTIES
The properties in which CRC-I and CRC-II own Estates For Years and in
which the Issuer has been granted a security interest are listed hereafter.
The usable area of a typical building constructed on a property consists
of approximately 50% kitchen space and 50% dining space and includes
approximately 20-30 uncovered outdoor parking places. These properties
are operated as Jack In The Box restaurants.
CRC-I Assets
SEQ REST Open
# No. Location City ST Date
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1 1112 901 East Curry Road Tempe AZ 09/90
2 1116 1001 North 24th Street Phoenix AZ 09/90
3 1121 1180 Highway 20 Cottonwood AZ 09/90
4 1160 1402 East Ash Globe AZ 10/75
5 0021 4751 El Cajon Blvd. San Diego CA 05/61
6 0250 2701 Brooklyn Avenue Los Angeles CA 02/65
7 0273 23813 South Avalon Carson CA 05/66
8 0293 465 South Fairfax Los Angeles CA 08/67
9 3174 13369 Firestone Blvd. Norwalk CA 03/86
10 3251 315 South Brea Brea CA 10/91
11 3306 57930 Twenty Nine Palms Yucca Valley CA 04/93
12 1402 1180 Nameoki Road Granite IL 07/69
13 1403 41 E. Edwardsville Road Woodriver IL 10/69
14 1405 1649 Washington Alton IL 03/70
15 1410 1800 North Illinois Swansea IL 04/88
16 1412 1360 Highway 50 O'Fallon IL 10/89
17 1413 830 Edwardsville Road Troy IL 05/90
18 1414 300 South Buchanan Edwardsville IL 09/90
19 4007 15354 Manchester Road Ellisville MO 10/69
20 4031 7520 Manchester Maplewood MO 04/70
21 4052 322 Taylor Hazelwood MO 09/90
22 0624 5801 Bellaire Boulevard Houston TX 12/66
23 0633 1395 Federal Road Houston TX 02/69
24 0635 2101 9th Avenue North Texas City TX 04/69
25 0640 4400 West Fuqua Houston TX 05/69
26 0641 7447 Spencer Highway Pasadena TX 06/69
27 0654 2210 North Alexander Baytown TX 04/70
28 0662 3333 Red Bluff Pasadena TX 04/73
29 0672 8767 South Main Houston TX 09/84
30 0676 1010 Richmond Wharton TX 08/74
31 0678 916 S. Sam Houston Dr. Huntsville TX 10/74
32 0685 839 East Mulberry St. Angleton TX 06/77
33 0691 419 South Washington Cleveland TX 10/78
34 3605 11080 Scarsdale Blvd. Houston TX 07/86
35 3641 3317 First Street Rosenberg TX 08/92
36 3642 15919 JFK Houston TX 09/92
37 3648 5107 I-10 Baytown TX 04/93
38 8409 479 Ranier Avenue South Renton WA 10/69
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CRC-II Assets
SEQ REST Open
# No. Location City ST Date
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1 1123 10685 Fortuna Road Yuma AZ 07/94
2 3019 1471 No. Santa Fe Vista CA 07/94
3 3254 7503 E. Slauson Commerce CA 04/94
4 3296 24820 Pico Canyon Rd. Santa Clarita CA 06/94
5 3304 3830 W. Sierra Way Acton CA 05/94
6 3314 919 So. China Lake Blvd. Ridgecrest CA 09/94
7 3316 205 Trask St. Bakersfield CA 09/94
8 3409 1951 Lander Road Turlock CA 03/94
9 3427 1081 S. Main Street Manteca CA 08/94
10 3646 590 Washington Beaumont TX 10/94
11 3647 5601 College Beaumont TX 04/94
12 3649 15824 Northwest Frwy Houston TX 04/94
13 3651 7247 E. I-10 Orange TX 06/94
14 3653 322 S. 77 Sunshine Strip Harlingen TX 06/94
15 3654 321 F.M. 359 South Brookshire TX 09/94
16 3655 1401 E. Expwy 83 Mission TX 05/94
17 3657 1250 Lake Woodlands Dr. Woodlands TX 06/94
18 3659 1406 W. Tyler Ave. Harlingen TX 04/94
19 3660 909 Pecan McAllen TX 07/94
20 3661 151 Nolana Loop McAllen TX 05/94
21 3665 2901 Airline Drive Houston TX 06/94
22 3666 1908 E. Main Street League City TX 08/94
23 3667 902 Raul Longoria Rd. San Juan TX 09/94
24 3668 8832 S. Hwy 146 Mont Belvieu TX 09/94
25 3669 14540 Westheimer Houston TX 08/94
26 3670 101 FM 528 Friendswood TX 08/94
27 3672 7810 FM 1960 Humble TX 01/95
28 3674 5120 Padre Island Hwy Brownsville TX 09/94
29 3675 Silber & I-10 Houston TX 03/95*
30 3737 2085 N. Hwy 360 Grand Prairie TX 05/94
31 3739 7260 N. Stemmons Frwy Dallas TX 09/94
32 3742 3355 Harwood Rd. Bedford TX 09/94
33 3749 183 & Regal Row Dallas TX 04/95*
34 8451 1467 Olney Avenue Port WA 11/88
35 8455 610 So. Burlington Blvd Burlington WA 05/90
36 8470 4717 Evergreen Everett WA 09/92
37 8474 20746 108th Ave. Kent WA 11/92
38 8477 15114 Pacific Ave. So. Spanaway WA 10/94
*Estimated opening date
ITEM 3. LEGAL PROCEEDINGS
The Issuer, CRC-I and CRC-II have no legal proceedings pending at
this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter ended December 31, 1994.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Issuer is a closely held corporation and its common stock has no
established market value. The Issuer has not paid and does not expect to pay
dividends in the foreseeable future. CRC-I and CRC-II are partnerships.
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ITEM 6. SELECTED FINANCIAL DATA
The selected data presented in the following table for and as of the
year ended December 31, 1994, summarizes certain financial information
concerning the Issuer, CRC-I and CRC-II and is derived from financial
statements, which have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, and are included elsewhere in this filing.
Although the entities were organized in December 1993, operations commenced
January 5, 1994.
(In thousands) 1994
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Statement of Operations Data:
The Issuer:
Interest and other income $ 7,189
Interest and other expense 7,189
Net earnings 0
CRC-I:
Interest and other income $ 3,102
Interest and other expense 3,102
Net earnings 0
CRC-II:
Interest and other income $ 4,087
Interest and other expense 4,087
Net earnings 0
Balance Sheet Data (at end of period):
The Issuer:
Total assets, principally
long-term notes receivable $69,023
Long-term notes payable 69,023
CRC-I:
Total assets, principally
long-term lease receivables $29,437
Long-term notes payable 28,793
Sinking fund liability 644
CRC-II:
Total assets, principally
long-term lease receivables $38,856
Long-term notes payable 38,005
Sinking fund liability 850
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The Issuer is a special purpose corporation, incorporated in the State
of Delaware in December 1993 for the benefit of Foodmaker in connection with
the financing of certain of its restaurant properties through CRC-I and CRC-II
limited partnerships, which were organized in December 1993 under the laws of
the Commonwealth of Massachusetts. Operations commenced on January 5, 1994
with the issuance and sale, in a private placement transaction, of $70 million
aggregate principal amount of notes. The net sales proceeds from the sale of
the Private Placement Notes were approximately $68.9 million, which proceeds
were used to purchase the CRC-I Note, issued in the principal amount of
approximately $30.2 million, and the CRC-II Note, issued in the principal
amount of approximately $39.8 million, for approximately $66.4 million. The
closing costs paid by the Issuer were approximately $2.5 million. In
September 1994, the Private Placement Notes were exchanged for substantially
identical registered notes. The Notes are due November 1, 2003, with
interest only payments at the rate of 9.75% per annum due semi-annually on the
first business day of each January and July and continuing through the first
business day of July 2003. A mandatory prepayment of 50% of the original
balance of the Notes is due on the first business day of January 2003. The
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CRC Notes' payment and interest terms are equivalent to and structured to
coincide with the Notes such that funds will be available to make payments on
the Notes. In addition, the CRC Notes require semi-annual sinking fund
payments to a trustee of approximately $0.7 million, which will be utilized to
partially fund the 50% prepayment due in January 2003. The proceeds of the
CRC Notes (of which approximately 43% relates to CRC-I and 57% to CRC-II) have
been used by CRC-I and CRC-II to purchase estates for years in various
Foodmaker restaurant properties and, in a transaction accounted for as
a financing, CRC-I and CRC-II lease back such properties to Foodmaker on terms
which are calculated to provide the funds required to make the necessary
payments on CRC Notes. The Notes are secured by, among other things, the
CRC Notes, the CRC leases to Foodmaker, first priority liens on the leased
properties and any sinking fund or other amounts held in trust.
Since the Issuer has equivalent notes receivable (the CRC Notes) and
notes payable (the Notes), including face amounts, net proceeds and stated
interest rates, interest income and expense should equate to approximately
$7.2 million annually, including amortization of approximately $.4 million of
original issue discount and, as applicable, deferred finance charges on the
respective notes. The Issuer has elected to be taxed as a Sub-chapter S
Corporation under the Internal Revenue Code and, as a result, has no federal
income tax liability.
CRC-I and CRC-II reflect the financing lease obligations of Foodmaker as
9.75% lease receivables and have equivalent notes payable to FM 1993A Corp.
(the CRC Notes), with approximate face amounts and net proceeds, respectively,
of $30.2 million and $28.6 million for CRC-I and $39.8 million and $37.8
million for CRC-II. As a result, interest income and expense, inclusive of
amortization of approximately $.2 million of original issue discount, will each
be approximately $3.1 million for CRC-I and approximately $4.1 million for
CRC-II. No provision for income taxes has been made as the liability for such
taxes is that of the partners rather than the partnership.
Liquidity and Capital Resources
The Issuer's only source of liquidity is payments on the CRC Notes by
CRC-I and CRC-II, which, in turn, are dependent upon Foodmaker's payments on
the CRC leases. The basic amounts payable on the CRC leases and CRC Notes are
equal to, and timed to coincide with, the payments required to be made on the
Notes. The CRC leases and CRC Notes also require sinking fund payments to the
Trustee, which, in addition to the value of the leased properties, should
provide an increasing amount of security through 2002 of the Notes. If
Foodmaker were to fail to make payments to CRC-I and CRC-II on the CRC leases,
CRC-I and CRC-II would be unable to make payments on the CRC Notes. The Issuer
would then be required to initiate proceedings to gain possession of, liquidate
or obtain tenants for the leased properties. There can be no assurance that
such collateral could be re-leased or liquidated, if necessary, in sufficient
amounts or at the times required to satisfy all scheduled principal and
interest payments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and related financial information required to be
filed are indexed on page F-1 and are incorporated herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and position with the
Issuer of each of the persons designated to serve as directors and executive
officers of the Issuer. Additional information with respect to each such
individual is contained below under "Background of Directors and Executive
Officers." Each Director of the Issuer will hold office until the next annual
meeting of stockholders of the Issuer or until his successor has been elected
and qualified. Officers of the Issuer are elected by the Board of Directors
of the Issuer and serve at the discretion of the Board. Robert H. Key owns
all of the outstanding shares of Common Stock of the Issuer, and has sole
voting power with respect to the election of directors. See, however,
"Certain Relationships and Related Transactions - Corporate Governance."
Name Age Position(s)
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Charles W. Duddles 54 President, Treasurer, Secretary and Director
Charles F. MacGill 72 Director
Background of Directors and Executive Officers
Mr. Duddles has been a director and President, Treasurer and Secretary
of the Issuer, CRC-I Corp. and CRC-II Corp. since December 1993. Mr. Duddles
is also a director, Executive Vice President and Chief Financial and
Administrative Officer of Foodmaker and has been since at least 1988.
Mr. MacGill is a director of the Issuer, CRC-I Corp. and CRC-II Corp. and
has been since May 1994. Mr. MacGill is also President and Chairman of the
Board of Chartwell Properties Corporation, a real estate investment company,
and has been since 1987.
CRC-I and CRC-II have no directors or officers.
ITEM 11. EXECUTIVE COMPENSATION
None of the directors or officers of the Issuer receive any compensation
for their services in these capacities.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 28, 1995, the beneficial
ownership of the Issuer's Common Stock.
Shares of
Name of Beneficial Common Percent
Owner Stock
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Robert H. Key 100 100%
The general partners of CRC-I and CRC-II are CRC-I Corp. and CRC-II Corp.,
respectively.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Corporate Governance
Each of the Issuer, CRC-I Corp. and CRC-II Corp., and their shareholders
(the "Shareholders"), Foodmaker, a designated individual who is both an
officer and director of Foodmaker (the "Designated Officer") and an
individual unaffiliated with the Issuer, CRC-I Corp or CRC-II Corp. (the
"Independent Director") have entered into the Agreement Regarding Corporate
Governance, amended and restated as of May 4, 1994 (the "Corporate Governance
Agreement"), which sets forth the respective rights and responsibilities of
the parties with respect to specific corporate governance issues relating to
the Issuer, CRC-I Corp. and CRC-II Corp. Pursuant to the terms of the
Corporate Governance Agreement, the Shareholders are obligated to elect the
Designated Officer (or his successor) and the Independent Director (or his
successor) as the two directors of each of the Issuer, CRC-I Corp. and CRC-II
Corp. The Independent Director and the Designated Officer have agreed, in
their capacities as directors of the Issuer, CRC-I Corp. and CRC-II Corp., to
elect the Designated Officer to all officer positions of each of the Issuer,
CRC-I Corp. and CRC-II Corp.
Foodmaker and the Designated Officer have agreed that the Designated
Officer (or his successor), in the capacity of Designated Officer of the
Issuer, CRC-I Corp. and CRC-II Corp., will not take any of the following
actions without the prior written consent of (i) the holders of 51% or more
of the limited partnership interests in CRC-I or CRC-II, in the case of an
action proposed to be taken by either of CRC-I or CRC-II, (ii) the holders of
51% or more of the limited partnership interests of each of CRC-I and CRC-II,
in the case of an action proposed to be taken by the Issuer: (a) any waiver,
amendment or consent to a deviation by Foodmaker relating to any of the
terms of the transaction described above; (b) any action to accept
or reject the Year Nine Offer or the Termination Date Rejectable Offer (as
those terms are defined in the CRC leases) by Foodmaker; or (c) any action
which would constitute or result in a breach by the Issuer, CRC-I Corp. or
CRC-II Corp. of any of the agreements described above. The Designated Officer
(or his successor) is also obligated to take any other action on behalf of the
Issuer, CRC-I Corp. and CRC-II Corp. upon receipt of the same written consent
requirements noted above, provided that such action is not in violation of the
organizational documents of the Issuer, CRC-I Corp. or CRC-II Corp. Foodmaker
also agreed to take, and agrees to cause the Designated Officer (or his
successor) to take (at Foodmaker's expense), all necessary action to ensure
that the Issuer, CRC-I Corp. and CRC-II Corp. remain at all times in compliance
with the agreements to which they are a party, and to effectuate transfers of
the limited partnership interests in either CRC-I or CRC-II upon the request of
at least 51% of the holders of the limited partnership interest of the affected
entity.
The Issuer's Certificate of Incorporation provides that its directors
shall not be personally liable to the Issuer or its stockholders for monetary
damages arising as a result of a director's breach of his or her fiduciary
duty.
In addition, the Indenture provides that subject to certain exceptions
set forth therein, neither the Trustee nor the Holders of Notes may seek or
obtain judgment against the Issuer or any of the Issuer's officers,
directors, shareholders or employees for payment of principal or interest
under the Notes, or any sums payable under the Indenture, and the sole
recourse of the Trustee and the Holders of Notes against the Issuer for any
default in the payment of such principal or interest or other sums shall be
limited to the Trust Estate.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ITEM 14(a)(1) Financial Statements. See the index to financial statements and
schedules on page F-1 of this report.
ITEM 14(a)(2) Financial Statement Schedules. See the index to financial
statements and schedules on page F-1 of this report.
ITEM 14(a)(3) Exhibits
Number Description
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3.1 Certificate of Incorporation of FM 1993A Corp. (1)
3.2 Bylaws of FM 1993A Corp. (1)
4.1 Indenture Agreement dated as of December 15,
1993, by and between the FM 1993A Corp., as
principal and agent for CRC-I Limited
Partnership and CRC-II Limited Partnership, and
State Street Bank and Trust Company (1)
4.1.1 Amendment dated as of July 15, 1994 to
Indenture Agreement (including Form of Series B
9.75% Senior Secured Notes)
4.2 CRC-I Limited Partnership Guarantee dated as of
December 15, 1993 (1)
4.3 CRC-II Limited Partnership Guarantee dated as of
December 15, 1993 (2)
4.4 Form of Assignment of Lessor's Interest in
Leases, dated as of December 15, 1993, by CRC-I
Limited Partnership (with schedule regarding
substantially identical assignment by CRC-II
Limited Partnership) (2)
10.1 Master Leases (incorporated by reference from
Foodmaker's Quarterly Report on Form 10-Q for
the quarter ended January 23, 1994) (1)
10.2 Amended and Restated Agreement Regarding
Corporate Governance dated as of May 4, 1994 (2)
27 Financial Data Schedule (included only with
electronic filing)
-------------------
(1) Previously filed and incorporated by reference from registrant's
Registration Statement on Form S-11 (No. 33-53455) filed on
May 3, 1994.
(2) Previously filed and incorporated by reference from Amendment No. 1 on
Form S-4 to registrant's Registration Statement on Form S-11
(No. 33-53455) filed on July 12, 1994.
ITEM 14(b) Reports on Form 8-K - None.
ITEM 14(c) All required exhibits are filed herein or incorporated by reference
as described in Item 14(a)(3).
ITEM 14(d) Supplemental schedules are omitted as they are inapplicable or
because the required information is included in the financial statements or
notes thereto.
-11-
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CRC-I LIMITED PARTNERSHIP
By: CRC-I Corp., General Partner
By: CHARLES W. DUDDLES
--------------------------
Charles W. Duddles,
President, Treasurer and Clerk
(Duly Authorized Signatory)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
CHARLES W. DUDDLES Director, President, March 31, 1995
------------------------ Treasurer and Clerk
Charles W. Duddles of CRC-I Corp.
(Principal Executive,
Financial and Accounting
Officer)
CHARLES F. MacGILL Director of CRC-I Corp. March 31, 1995
-----------------------
Charles F. MacGill
-12-
INDEX TO FINANCIAL STATEMENTS
Page
FM 1993A CORP. ----
--------------
For the Periods ended December 31, 1994 and December 31, 1993:
Independent Auditors' Report F-2
Balance Sheets F-3
Statements of Operations F-4
Statements of Stockholder's Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
CRC-I LIMITED PARTNERSHIP
-------------------------
For the Periods ended December 31, 1994 and December 31, 1993:
Independent Auditors' Report F-9
Balance Sheets F-10
Statements of Operations F-11
Statements of Partners' Capital F-12
Statements of Cash Flows F-13
Notes to Financial Statements F-14
CRC-II LIMITED PARTNERSHIP
--------------------------
For the Periods ended December 31, 1994 and December 31, 1993:
Independent Auditors' Report F-16
Balance Sheets F-17
Statements of Operations F-18
Statements of Partners' Capital F-19
Statements of Cash Flows F-20
Notes to Financial Statements F-21
SUPPLEMENTAL INFORMATION
No annual report other than this Report on Form 10-K has been sent
to security holders.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FM 1993A Corp.:
We have audited the accompanying balance sheets of FM 1993A Corp. as of
December 31, 1994 and December 31, 1993, and the related statements of
operations, stockholder's equity, and cash flows for the year ended
December 31, 1994 and for the period from December 22, 1993 (inception)
through December 31, 1993. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FM 1993A Corp. as of
December 31, 1994 and December 31, 1993, and the results of its operations
and its cash flows for the year ended December 31, 1994 and for the period
from December 22, 1993 (inception) through December 31, 1993 in conformity
with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
San Diego, California
March 13, 1995
F-2
FM 1993A CORP.
BALANCE SHEETS
December 31
ASSETS
1994 1993
----------- -----------
Cash . . . . . . . . . . . . . . . . . . . . $ 100 $ 100
Long-term notes receivable . . . . . . . . . 66,798,171 --
Deferred finance charges . . . . . . . . . . 2,224,982 --
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $69,023,253 $ 100
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Long-term notes payable. . . . . . . . . . . $69,023,153 $ --
Stockholder's equity:
Common stock, no par value,
1,000 shares authorized,
100 shares issued and outstanding. . . . 100 100
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $69,023,253 $ 100
=========== ===========
See accompanying notes to financial statements.
F-3
FM 1993A CORP.
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1994 and
the Period from December 22, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Revenues:
Interest income. . . . . . . . . . . . . . $ 7,138,691 $ --
Administrative fee income. . . . . . . . . 50,000 --
----------- -----------
7,188,691 --
----------- -----------
Expenses:
Interest expense . . . . . . . . . . . . . 7,138,891 --
Administrative fee expense . . . . . . . . 50,000 --
----------- -----------
7,188,891 --
----------- -----------
Net earnings . . . . . . . . . . . . . . . . $ -- $ --
=========== ===========
See accompanying notes to financial statements.
F-4
FM 1993A CORP.
STATEMENTS OF STOCKHOLDER'S EQUITY
For the Year Ended December 31, 1994 and
the Period from December 22, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Balance at beginning of period . . . . . . . $ 100 $ --
Issuance of common stock . . . . . . . . . . -- 100
Net earnings for the period. . . . . . . . . -- --
----------- -----------
Balance at end of period . . . . . . . . . . $ 100 $ 100
=========== ===========
See accompanying notes to financial statements.
F-5
FM 1993A CORP.
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1994 and
the Period from December 22, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Cash flows from operations:
Net earnings . . . . . . . . . . . . . . . $ -- $ --
----------- -----------
Cash flows provided by operations. . . . -- --
----------- -----------
Cash flows from investing activities:
Long-term notes receivable purchased . . . (66,427,605) --
----------- -----------
Cash flows used in investing activities. (66,427,605) --
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term
notes payable. . . . . . . . . . . . . . 68,908,000 --
Finance charges incurred in
issuance of long-term notes payable. . . (2,480,395) --
Issuance of Common Stock . . . . . . . . . -- 100
----------- -----------
Cash flows provided by
financing activities. . . . . . . . . 66,427,605 100
----------- -----------
Net increase in cash . . . . . . . . . . . . -- 100
Cash at beginning of period. . . . . . . . . 100 --
----------- -----------
Cash at end of period. . . . . . . . . . . . $ 100 $ 100
=========== ===========
Supplemental disclosure of cash flow
information:
Interest paid during the year. . . . . . $ 6,768,125 $ --
=========== ===========
See accompanying notes to financial statements.
F-6
FM 1993A CORP.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
FM 1993A Corp. (the "Company") was incorporated in the State of Delaware
on December 22, 1993 for the purpose of: (i) issuing and selling debt
obligations ("Notes"), as principal and as agent for CRC-I Limited Partnership
("CRC-I") and CRC-II Limited Partnership ("CRC-II), Massachusetts limited
partnerships, and (ii) acquiring, owning and holding obligations of CRC-I and
CRC-II as well as accounts, investments and other property to be pledged as
collateral for the Notes. The Company may not engage in any other activities
other than those required to accomplish the foregoing.
CRC-I and CRC-II (collectively, "CRC") are special purpose limited
partnerships organized to (i) acquire, own, hold and sell or transfer estates
for years in various existing and to-be-constructed Foodmaker, Inc.
("Foodmaker") restaurant properties, (ii) sell mortgage notes to the Company
accompanied by a pledge of the foregoing estates for years, and (iii) lease
the restaurant properties to Foodmaker. CRC-I and CRC-II may not engage in
any other activities other than those required to accomplish the foregoing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents, for the purposes of statements of cash flows, are
considered to be all highly liquid investments with a maturity of three
months or less when purchased.
Amortization - Original issue discount and deferred finance charges are
amortized using the effective interest method over the life of the
related notes and have been included as a component of interest income
and interest expense.
Income taxes - The Company has elected to be taxed as a Sub-chapter S
Corporation under the Internal Revenue Code and, as a result, has no
federal income tax liability.
Basis of Presentation - Information presented in the financial statements
for the year ended in 1993 reflect the period from the Company's inception on
December 22, 1993 to its fiscal year ended on December 31, 1993.
3. SIGNIFICANT TRANSACTIONS
On January 5, 1994, in a private placement transaction, FM 1993A Corp.
issued and sold $70 million aggregate principal amount of notes (the "Private
Placement Notes") for $68.9 million, less offering expenses of $2.5 million,
which proceeds were used to purchase for $66.4 million, notes receivable from
CRC-I and CRC-II with an aggregate principal amount of $70 million
(collectively, the "CRC Notes"). In September 1994, the Private Placement
Notes were exchanged for substantially identical registered notes (the
"Notes"). The Notes are due November 1, 2003, payable interest only at the
rate of 9.75% per annum semi-annually on July 1 and January 1 each year, with
a mandatory prepayment of 50% of the original principal on the first business
day of January 2003. The CRC Notes' payment and interest terms are equivalent
to and structured to coincide with the Notes such that funds will be available
to make payments on the Notes. In addition, the CRC Notes require semi-annual
sinking fund payments to a trustee of $747 thousand, which will be utilized to
partially fund the 50% prepayment in January 2003. CRC-I and CRC-II used the
proceeds of the CRC Notes (of which approximately 43% relates to CRC-I and 57%
to CRC-II) to purchase estates for years in various Foodmaker restaurant
properties and, in a transaction accounted for as a financing, will lease back
such properties to Foodmaker on terms which will provide the funds necessary
to make the CRC Notes' payments. The Notes are secured by, among other
things, the CRC Notes, the CRC leases to Foodmaker, first priority liens on
the underlying properties and any sinking fund or other amounts held in trust.
F-7
The Company's only source of liquidity is payments on the CRC Notes,
which, in turn, are dependent upon Foodmaker's payments on the CRC leases.
If Foodmaker were to fail to make payments to CRC-I and CRC-II on the
financing leases. CRC-I and CRC-II would be unable to make payments on the
CRC Notes. The Company would then be required to initiate proceedings to gain
possession of, liquidate or obtain tenants for the restaurant properties.
There can be no assurance that such collateral could be liquidated, if
necessary, in sufficient amounts or at times required to satisfy all scheduled
principal and interest payments.
F-8
INDEPENDENT AUDITORS' REPORT
The Partners
CRC-I Limited Partnership.:
We have audited the accompanying balance sheets of CRC-I Limited Partnership,
a limited partnership, as of December 31, 1994 and December 31, 1993, and the
related statements of operations, partners' capital, and cash flows for the
year ended December 31, 1994 and for the period from December 8, 1993
(inception) through December 31, 1993. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CRC-I Limited
Partnership as of December 31, 1994 and December 31, 1993, and the results of
its operations and its cash flows for the year ended December 31, 1994
and for the period from December 8, 1993 (inception) through December 31, 1993
in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
San Diego, California
March 13, 1995
F-9
CRC-I LIMITED PARTNERSHIP
BALANCE SHEETS
December 31
ASSETS
1994 1993
----------- -----------
Cash . . . . . . . . . . . . . . . . . . . . $ 100 $ 100
Long-term lease receivables. . . . . . . . . 28,792,829 --
Sinking fund deposits. . . . . . . . . . . . 644,324 --
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $29,437,253 $ 100
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Long-term notes payable. . . . . . . . . . . $28,792,829 $ --
Sinking fund liability . . . . . . . . . . . 644,324 --
Partners' Capital:
General Partner. . . . . . . . . . . . . 1 1
Limited Partner. . . . . . . . . . . . . 99 99
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $29,437,253 $ 100
=========== ===========
See accompanying notes to financial statements.
F-10
CRC-I LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Revenues:
Interest income. . . . . . . . . . . . . . $ 3,077,077 $ --
Administrative fee income. . . . . . . . . 25,000 --
----------- -----------
3,102,077 --
----------- -----------
Expenses:
Interest expense . . . . . . . . . . . . . 3,077,077 --
Administrative fee expense . . . . . . . . 25,000 --
----------- -----------
3,102,077 --
----------- -----------
Net earnings . . . . . . . . . . . . . . . . $ -- $ --
=========== ===========
See accompanying notes to financial statements.
F-11
CRC-I LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
General Limited
Partner Partner Total
------- ------- -----
Initial capital contributions. . . . . . . . $ 1 $ 99 $ 100
----- ----- -----
Balance at December 31, 1993 . . . . . . . . 1 99 100
Net earnings for the period. . . . . . . . . -- -- --
----- ----- -----
Balance at December 31, 1994 . . . . . . . . $ 1 $ 99 $ 100
===== ===== =====
See accompanying notes to financial statements.
F-12
CRC-I LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Cash flows from operations:
Net earnings . . . . . . . . . . . . . . . $ -- $ --
----------- -----------
Cash flows provided by operations. . . . -- --
----------- -----------
Cash flows from investing activities:
Long-term lease receivables purchased. . . (28,633,100) --
Increase in sinking fund deposits. . . . . (644,324) --
----------- -----------
Cash flows used in investing activities. (29,277,424) --
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term
notes payable. . . . . . . . . . . . . . 28,633,100 --
Increase in sinking fund liability . . . . 644,324 --
Initial capital contributions. . . . . . . -- 100
----------- -----------
Cash flows provided by
financing activities. . . . . . . . . 29,277,424 100
----------- -----------
Net increase in cash . . . . . . . . . . . . -- 100
Cash at beginning of period. . . . . . . . . 100 --
----------- -----------
Cash at end of period. . . . . . . . . . . . $ 100 $ 100
=========== ===========
Supplemental disclosure of cash flow
information:
Interest paid during the year. . . . . . $ 2,917,348 $ --
=========== ===========
See accompanying notes to financial statements.
F-13
CRC-I LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
CRC-I Limited Partnership ("CRC-I") and another similar special purpose
limited partnership, CRC-II Limited Partnership ("CRC-II"), (collectively,
"CRC") were organized December 8, 1993 to (i) acquire, own, hold and sell or
transfer estates for years in various existing and to-be-constructed
Foodmaker, Inc. restaurant properties, (ii) sell mortgage notes to the FM
1993A Corp. accompanied by a pledge of the foregoing estates for years, and
(iii) lease the restaurant properties to Foodmaker. CRC-I and CRC-II may not
engage in any other activities other than those required to accomplish the
foregoing.
FM 1993A Corp. was incorporated in the State of Delaware on December 22,
1993 for the purpose of: (i) issuing and selling debt obligations ("Notes"),
as principal and as agent for CRC-I and CRC-II, Massachusetts limited
partnerships, and (ii) acquiring, owning and holding obligations of CRC-I and
CRC-II as well as accounts, investments and other property to be pledged as
collateral for the Notes. FM 1993A Corp. may not engage in any other
activities other than those required to accomplish the foregoing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents, for the purposes of statements of cash flows, are
considered to be all highly liquid investments with a maturity of three
months or less when purchased.
Amortization - Original issue discount is amortized using the effective
interest method over the life of the related notes and has been included as a
component of interest income and interest expense.
Income taxes - No provision for income taxes has been made as the
liability for such taxes is that of the partners rather than the partnership.
Basis of Presentation - Information presented in the financial statements
for the year ended in 1993 reflect the period from the Company's inception on
December 8, 1993 to its fiscal year ended on December 31, 1993.
3. SIGNIFICANT TRANSACTIONS
On January 5, 1994, in a private placement transaction, FM 1993A Corp.
issued and sold $70 million aggregate principal amount of notes (the "Private
Placement Notes") for $68.9 million, less offering expenses of $2.5 million,
which proceeds were used to purchase for $66.4 million, notes receivable from
CRC-I and CRC-II with an aggregate principal amount of $70 million
(collectively,the "CRC Notes"). In September 1994, the Private Placement
Notes were exchanged for substantially identical registered notes (the
"Notes). The Notes are due November 1, 2003, payable interest only at the
rate of 9.75% per annum semi-annually on July 1 and January 1 each year, with
a mandatory prepayment of 50% of the original principal on the first business
day of January 2003. The CRC Notes' payment and interest terms are equivalent
to and structured to coincide with the Notes such that funds will be available
to make payments on the Notes. In addition, the CRC Notes require semi-annual
sinking fund payments to a trustee of $747 thousand, which will be utilized to
partially fund the 50% prepayment in January 2003. CRC-I and CRC-II used the
proceeds of the CRC Notes (of which approximately 43% relates to CRC-I and 57%
to CRC-II) to purchase estates for years in various Foodmaker restaurant
properties and, in a transaction accounted for as a financing, lease back
such properties to Foodmaker on terms which provide the funds necessary
to make the CRC Notes' payments. The Notes are secured by, among other
things, the CRC Notes, the CRC leases to Foodmaker, first priority liens on
the underlying properties and any sinking fund or other amounts held in trust.
F-14
CRC's only source of liquidity is collection of Foodmaker's payments on
the CRC leases. If Foodmaker were to fail to make payments to CRC on the
financing leases, CRC would be unable to make payments on the CRC Notes. CRC
would then be required to initiate proceedings to gain possession of, liquidate
or obtain tenants for the restaurant properties. There can be no assurance
that such collateral could be liquidated, if necessary, in sufficient amounts
or at times required to satisfy all scheduled principal and interest payments.
F-15
INDEPENDENT AUDITORS' REPORT
The Partners
CRC-II Limited Partnership.:
We have audited the accompanying balance sheets of CRC-II Limited
Partnership, a limited partnership, as of December 31, 1994 and
December 31, 1993, and the related statements of operations, partners'
capital, and cash flows for the year ended December 31, 1994 and for the
period from December 8, 1993 (inception) through December 31, 1993. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CRC-II Limited
Partnership as of December 31, 1994 and December 31, 1993, and the results of
its operations and its cash flows for the year ended December 31, 1994
and for the period from December 8, 1993 (inception) through December 31, 1993
in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
San Diego, California
March 13, 1995
F-16
CRC-II LIMITED PARTNERSHIP
BALANCE SHEETS
December 31
ASSETS
1994 1993
----------- -----------
Cash . . . . . . . . . . . . . . . . . . . . $ 100 $ 100
Long-term lease receivables. . . . . . . . . 38,005,341 --
Sinking fund deposits. . . . . . . . . . . . 850,480 --
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $38,855,921 $ 100
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Long-term notes payable. . . . . . . . . . . $38,005,341 $ --
Sinking fund liability . . . . . . . . . . . 850,480 --
Partners' Capital:
General Partner. . . . . . . . . . . . . 1 1
Limited Partner. . . . . . . . . . . . . 99 99
----------- -----------
TOTAL. . . . . . . . . . . . . . . . . . . . $38,855,921 $ 100
=========== ===========
See accompanying notes to financial statements.
F-17
CRC-II LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Revenues:
Interest income. . . . . . . . . . . . . . $ 4,061,613 $ --
Administrative fee income. . . . . . . . . 25,000 --
----------- -----------
4,086,613 --
----------- -----------
Expenses:
Interest expense . . . . . . . . . . . . . 4,061,613 --
Administrative fee expense . . . . . . . . 25,000 --
----------- -----------
4,086,613 --
----------- -----------
Net earnings . . . . . . . . . . . . . . . . $ -- $ --
=========== ===========
See accompanying notes to financial statements.
F-18
CRC-II LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
General Limited
Partner Partner Total
------- ------- -----
Initial capital contributions. . . . . . . . $ 1 $ 99 $ 100
----- ----- -----
Balance at December 31, 1993 . . . . . . . . 1 99 100
Net earnings for the period. . . . . . . . . -- -- --
----- ----- -----
Balance at December 31, 1994 . . . . . . . . $ 1 $ 99 $ 100
===== ===== =====
See accompanying notes to financial statements.
F-19
CRC-II LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1994 and
the Period from December 8, 1993 (Inception)
to December 31, 1993
1994 1993
----------- -----------
Cash flows from operations:
Net earnings . . . . . . . . . . . . . . . $ -- $ --
----------- -----------
Cash flows provided by operations. . . . -- --
----------- -----------
Cash flows from investing activities:
Long-term lease receivables purchased. . . (37,794,505) --
Increase in sinking fund deposits. . . . . (850,480) --
----------- -----------
Cash flows used in investing activities. (38,644,985) --
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term
notes payable. . . . . . . . . . . . . . 37,794,505 --
Increase in sinking fund liability . . . . 850,480 --
Initial capital contributions. . . . . . . -- 100
----------- -----------
Cash flows provided by
financing activities. . . . . . . . . 38,644,985 100
----------- -----------
Net increase in cash . . . . . . . . . . . . -- 100
Cash at beginning of period. . . . . . . . . 100 --
----------- -----------
Cash at end of period. . . . . . . . . . . . $ 100 $ 100
=========== ===========
Supplemental disclosure of cash flow
information:
Interest paid during the year. . . . . . $ 3,850,777 $ --
=========== ===========
See accompanying notes to financial statements.
F-20
CRC-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
CRC-II Limited Partnership ("CRC-II") and another similar special purpose
limited partnership, CRC-I Limited Partnership ("CRC-I"), (collectively,
"CRC") were organized December 8, 1993 to (i) acquire, own, hold and sell or
transfer estates for years in various existing and to-be-constructed
Foodmaker, Inc. restaurant properties, (ii) sell mortgage notes to the FM
1993A Corp. accompanied by a pledge of the foregoing estates for years, and
(iii) lease the restaurant properties to Foodmaker. CRC-I and CRC-II may not
engage in any other activities other than those required to accomplish the
foregoing.
FM 1993A Corp. was incorporated in the State of Delaware on December 22,
1993 for the purpose of: (i) issuing and selling debt obligations ("Notes"),
as principal and as agent for CRC-I and CRC-II, Massachusetts limited
partnerships, and (ii) acquiring, owning and holding obligations of CRC-I and
CRC-II as well as accounts, investments and other property to be pledged as
collateral for the Notes. FM 1993A Corp. may not engage in any other
activities other than those required to accomplish the foregoing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents, for the purposes of statements of cash flows, are
considered to be all highly liquid investments with a maturity of three
months or less when purchased.
Amortization - Original issue discount is amortized using the effective
interest method over the life of the related notes and has been included as a
component of interest income and interest expense.
Income taxes - No provision for income taxes has been made as the
liability for such taxes is that of the partners rather than the partnership.
Basis of Presentation - Information presented in the financial statements
for the year ended in 1993 reflect the period from the Company's inception on
December 8, 1993 to its fiscal year ended on December 31, 1993.
3. SIGNIFICANT TRANSACTIONS
On January 5, 1994, in a private placement transaction, FM 1993A Corp.
issued and sold $70 million aggregate principal amount of notes (the "Private
Placement Notes") for $68.9 million, less offering expenses of $2.5 million,
which proceeds were used to purchase for $66.4 million, notes receivable from
CRC-I and CRC-II with an aggregate principal amount of $70 million
(collectively, the "CRC Notes"). In September 1994, the Private Placement
Notes were exchanged for substantially identical registered notes (the
"Notes). The Notes are due November 1, 2003, payable interest only at the
rate of 9.75% per annum semi-annually on July 1 and January 1 each year, with
a mandatory prepayment of 50% of the original principal on the first business
day of January 2003. The CRC Notes' payment and interest terms are equivalent
to and structured to coincide with the Notes such that funds will be available
to make payments on the Notes. In addition, the CRC Notes require semi-annual
sinking fund payments to a trustee of $747 thousand, which will be utilized to
partially fund the 50% prepayment in January 2003. CRC-I and CRC-II used the
proceeds of the CRC Notes (of which approximately 43% relates to CRC-I and 57%
to CRC-II) to purchase estates for years in various Foodmaker restaurant
properties and, in a transaction accounted for as a financing, lease back
such properties to Foodmaker on terms which provide the funds necessary
to make the CRC Notes' payments. The Notes are secured by, among other
things, the CRC Notes, the CRC leases to Foodmaker, first priority liens on
the underlying properties and any sinking fund or other amounts held in trust.
F-21
CRC's only source of liquidity is collection of Foodmaker's payments on
the CRC leases. If Foodmaker were to fail to make payments to CRC on the
financing leases, CRC would be unable to make payments on the CRC Notes. CRC
would then be required to initiate proceedings to gain possession of, liquidate
or obtain tenants for the restaurant properties. There can be no assurance
that such collateral could be liquidated, if necessary, in sufficient amounts
or at times required to satisfy all scheduled principal and interest payments.
F-22