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As filed with the Securities and Exchange Commission on May 7, 1997
Registration No. 333-09371
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)
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24 FRANK LLOYD WRIGHT DRIVE
P.O. BOX 544
ANN ARBOR, MICHIGAN 48106-0544
(800) 522-7832
(Address and telephone number of principal executive offices)
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W. ROSS MARTIN
CHIEF FINANCIAL OFFICER
24 FRANK LLOYD WRIGHT DRIVE
P.O. BOX 544
ANN ARBOR, MICHIGAN 48106-0544
(800) 522-7832
(Name, address and telephone number of agent for service)
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COPIES TO:
JOEL J. MORRIS, ESQ.
JEFFREY L. FORMAN, ESQ.
JAFFE, RAITT, HEUER & WEISS,
PROFESSIONAL CORPORATION
ONE WOODWARD AVENUE, SUITE 2400
DETROIT, MICHIGAN 48226
(313) 961-8380
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under The Securities Act
of 1933, check the following box. [X]
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SUPPLEMENT NO. 2
DATED MAY 1, 1997
TO THE PROSPECTUS OF
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
DATED DECEMBER 23, 1996
This Supplement No. 2 is provided for the purpose of supplementing the
prospectus of Captec Franchise Capital Partners L.P. IV, a Delaware limited
partnership (the "Partnership"), dated December 23, 1996 (the "Prospectus").
This Supplement No. 2 expands upon, supplement, modifies and supersedes certain
information contained in the Prospectus and consolidates and/or supersedes
information in Supplement No. 1 dated April 1, 1997. This Supplement No. 2
must be read in conjunction with the Prospectus. Unless otherwise defined,
capitalized terms used herein shall have the same meanings accorded such terms
in the Prospectus.
As of April 30, 1997, the Partnership had raised $3,616,848 through the
sale of 3,616.848 Units. The following material sets forth certain information
regarding (i) the Partnership's purchase of a Property and Equipment Packages,
(ii) revisions to the Partnership Agreement in response to comments made by
certain securities administrators in states in which the Partnership intends to
sell Units, and (iii) events that happened after the date of the Prospectus.
PROPERTY ACQUISITIONS
Boston Market Restaurant (Rochester, Minnesota)
On March 10, 1997 the Partnership acquired the land and 3,035 square foot
building comprising a Boston Market restaurant located at 1201 S. Broadway,
Rochester, Minnesota (the "Minnesota Property"). The Minnesota Property was
constructed for its present use in November of 1995 and was fully operational
at the time of the purchase. The Minnesota Property was purchased from, and
leased back to Finest Foodservice L.L.C., a Delaware limited liability company
("Finest Foodservice"). Finest Foodservice operates casual dining restaurants
under the primary trade name of Boston Market. The Partnership purchased the
Minnesota Property for a purchase price of $964,000 which was negotiated by an
affiliate of the Managing General Partner who considered factors such as the
potential value of the site, the financial condition and business and operating
history of Finest Foodservice, and demographic data for the area in which the
Minnesota Property is located. The purchase price for the Minnesota Property
is supported by an independent MAI appraisal. The Partnership purchased the
Minnesota Property with cash from Offering proceeds. It is anticipated that
the Minnesota Property will be leveraged as provided for in the Prospectus.
However, the Partnership presently does not have a financing commitment.
Finest Foodservice and the Partnership have entered into a lease (the
"Finest Foodservice Lease"), which is an absolute net lease, whereby Finest
Foodservice is responsible for all expenses related to the Minnesota Property,
including real estate taxes, insurance, maintenance and repair costs. The
Finest Foodservice Lease term expires on April 1, 2012 with five renewal
options of five years each. Annual rental (the "Annual Rental") is payable
according to the following schedule:
PERIOD ANNUAL RENTAL
Lease Years 1-5 $101,220
Lease Years 6-10 $111,342
Lease Years 11-15 $122,525
Lease Years 16-20 $134,777
Lease Years 21-25 $148,255
Lease Years 26-30 $163,081
Lease Years 31-40 Fair market value determined for each
subsequent five-year period at the beginning of
the 31st and 36th Lease Years
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Beginning in the sixth lease year, and in addition to the Annual Rental
provided above, Finest Foodservice will pay percentage rent on an annual basis
equal to the difference between five percent of "gross sales" (as defined in
the Finest Foodservice Lease) during such lease year less the Annual Rental
payable for such lease year.
Boston Chicken, Inc., a Delaware corporation (the "Option Holder"), has an
option to purchase and first right of refusal to purchase the Minnesota
Property. The Option Holder has the right to purchase the Minnesota Property
on the same terms and conditions as set forth in the offer or the Option Holder
may elect an alternate purchase price as follows: (a) during the first and
second lease years, an alternate purchase price equal to the total Annual
Rental payable for the lease year subsequent to the lease year in which the
option is exercised divided by 9.462%; (b) during the third lease year, an
alternate purchase price equal to the total Annual Rental for the third ease
year divided by 9.978%; (c) during the fourth lease year, an alternative
purchase price equal to the Annual Rental for the fourth lease year divided by
9.785%; and (d) during the fifth lease year, an alternative purchase price
equal to the Annual Rental for the fifth lease divided by 9.580%.
The Option Holder has the option to purchase the Minnesota Property at the
following times and option prices:
PERIOD OPTION PRICE
Lease Years 6-8 Annual Rent payable for the Lease Year
subsequent to the Lease Year in which the
option is exercised divided by ten percent
(10%)
Last ninety (90) days of the Annual Rent payable for the 16th Lease Year
15th Lease Year divided by ten percent (10%)
Last ninety (90) days of The lesser of (i) fair market value or (ii)
the 30th Lease Year one hundred ten percent (110%) of the Annual
Rent payable for the 31st Lease Year divided
by ten percent (10%)
Last ninety (90) days of The lesser of (i) fair market value or (ii) one
the 40th Lease Year hundred ten percent (110%) of the Annual Rent
payable for the 40th Lease Year divided by ten
percent (10%)
An Affiliate of the Managing General Partner analyzed demographic,
geographic and market diversification data for the area in which the Minnesota
Property is located and reviewed the appraisal of the Minnesota Property and
the analysis regarding comparable properties contained therein. Based upon the
foregoing, the General Partners believe that the amount of insurance carried by
Finest Foodservice is adequate.
The current annual rent per square foot for the Minnesota Property is
$33.35 per square foot. The depreciable basis of the Minnesota Property for
federal tax purposes if $614,000 and it will be depreciated using the straight
line method over 39 years, a rate of $15,744 per year.
An Affiliate of the Managing General Partner has received an Acquisition
Fee from the Partnership in an amount equal to $38,560 and expects to receive
an additional fee of $9,640 from the Partnership after leveraging the Property,
as provided for in the Prospectus. As provided in the Partnership Agreement,
these fees are being paid for services rendered in connection with the
selection, evaluation and acquisition of the Minnesota Property. In addition,
Finest Foodservice has paid to the same affiliate a closing fee equal to $4,820
as provided for in the Partnership Agreement. Finest Foodservice also paid all
of the expenses incident to the closing of the transaction contemplated by this
commitment including, without limitation, title insurance premiums, recording
fees and expenses and transfer taxes.
The Finest Foodservice Lease contains a substitution option that provides
in the event that Finest Foodservice determines the Minnesota Property is
inadequate or unprofitable or is rendered unsuitable by condemnation or
casualty, Finest Foodservice, subject to the Partnership's approval, may
substitute another property of equal or greater current value having a Boston
Market restaurant located thereon. All obligations under the Finest
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Foodservice Lease, including Annual Rental, percentage rent and taxes
attributable to rent and the Minnesota property, are unconditionally guaranteed
by Boston Chicken, Inc., a Delaware corporation.
The Finest Foodservice Lease contains material default provisions that
include, but are not limited to: (i) the vacating or abandonment of the
Minnesota Property by Finest Foodservice; (ii) the failure by Finest
Foodservice to make any payment due under the Finest Foodservice Lease; (iii)
the failure by Finest Foodservice to observe or perform any of the covenants,
conditions, or provisions of the Finest Foodservice Lease; and (iv) Finest
Foodservice making any general arrangement or general assignment for the
benefit of creditors. In the event of a material default by Finest
Foodservice, the Finest Foodservice Lease contains remedy provisions which are
summarized as follows: (i) the Partnership may terminate the Finest
Foodservice Lease and take possession of the Minnesota Property, in which case
the Partnership would be entitled to damages incurred by reason of the material
default; (ii) the Partnership may permit Finest Foodservice to remain in
possession of the Minnesota Property, in which case the Finest Foodservice
Lease would continue to be in effect; or (iii) the Partnership may pursue any
other legal remedy available.
Applebee's Neighborhood Grill & Bar Equipment Package (Midvale, Utah)
On March 31, 1997, the Partnership acquired, effective as of February 20,
1997, restaurant equipment (the "Applebee's Equipment") to be used in the
operation of an Applebee's Neighborhood Grill & Bar, located at 7045 South 1300
East, Midvale, Utah for $402,000.00. The Applebee's Equipment was acquired
from Captec Financial Group, Inc. ("Captec"), an affiliate of the General
Partners, which purchased the Applebee's Equipment from various vendors for a
total cost of $402,000 and leased it to J.M.C. Limited Partnership, a Utah
limited partnership, DBA Applebees ( "JMC"), by entering into a lease dated
March 1, 1997 (the "JMC Lease") with JMC on the Partnership's standard form of
equipment lease. JMC owns and operates the Applebee's Neighborhood Grill & Bar
restaurant under a franchise agreement. The purchase was made in cash from
Offering proceeds. It is anticipated that the Applebee's Equipment will
subsequently be leveraged as provided for in the Prospectus. However, the
Partnership presently does not have a financing commitment.
On March 31, 1997, Captec assigned the JMC Lease to the Partnership,
effective as of February 20, 1997. Under the terms of the JMC Lease, JMC is
responsible for all expenses related to the Applebee's Equipment including
taxes, insurance, maintenance and repair costs. The lease term is 84 months
and the minimum annual rent is $82,056 payable in monthly installments of
$6,838 on the 1st day of each month. The annual rent remains fixed for the
entire JMC Lease term. The JMC Lease is guaranteed by the following: John B.
Prince, an individual; and William Tell, Inc., a Utah corporation.
At the end of the JMC Lease term, upon at least 90 days prior irrevocable
notice to the Partnership, JMC may purchase all of the Equipment for the lesser
of fair market value or Forty Thousand Two Hundred Dollars ($40,200). The
General Partners believe that the amount of insurance carried by JMC is
adequate.
JMC paid the first and last month's rent of $13,676 and interim rent in
the amount of $2,051 to the Partnership. An affiliate of the Managing General
Partner received an Acquisition Fee from the Partnership in an amount equal to
$16,080, and expects to receive an additional fee of $4,020 from the
Partnership after leveraging the Applebee's Equipment, as provided for in the
Partnership Agreement. In addition, JMC paid a commitment fee equal to $4,020
to the same affiliate as provided for in the Partnership Agreement.
Black-Eyed Pea Equipment Lease (Plano, Texas)
On April 3, 1997, the Partnership acquired restaurant equipment (the
"Black-Eyed Pea Equipment") to be used in the operation of a Black-Eyed Pea
restaurant located at 1905 Preston Road, Plano, Texas for $350,000. The
Black-Eyed Pea Equipment was acquired from DenAmerica Corp., which purchased
the Black-Eyed Pea Equipment from various vendors for a total cost of $350,000.
The Partnership leased the Black-Eyed Pea Equipment to DenAmerica Corporation,
a Georgia corporation d/b/a Black-Eyed Pea ("DenAmerica"), by entering into a
lease dated as of April 15, 1997 (the "DenAmerica Lease") with DenAmerica on
the Partnership's standard form of equipment lease. DenAmerica operates and
franchises restaurants under the primary trade names of Denny's and
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Black-Eyed Pea. The purchase was made in cash from Offering proceeds. It is
anticipated that the Black-Eyed Pea Equipment will subsequently be leveraged as
provided for in the Prospectus. However, the Partnership presently does not
have a financing commitment.
Under the terms of the DenAmerica Lease, DenAmerica is responsible for all
expenses related to the Black-Eyed Pea Equipment including taxes, insurance,
maintenance and repair costs. The lease term is 84 months and the minimum
annual rent is $70,392 payable in monthly installments of $5,866 on the 15th
day of each month. The annual rent remains fixed for the entire DenAmerica
Lease term.
At the end of the DenAmerica Lease term, upon at least 90 days prior
irrevocable notice to the Partnership, DenAmerica may purchase all of the
Black-Eyed Equipment for its fair market value at the date of the exercise of
the option. The General Partners believe that the amount of insurance carried
by DenAmerica is adequate.
The Partnership consented to a sublease between DenAmerica and Texas BEP.,
LP., a Texas limited partnership, on the same terms and conditions as the
DenAmerica Lease. DenAmerica remains the obligor under the DenAmerica Lease.
DenAmerica paid the first and last month's rent of $11,732 and interim
rent in the amount of $2,346 to the Partnership. An affiliate of the Managing
General Partner received an Acquisition Fee from the Partnership in an amount
equal to $14,000 and expects to receive an additional fee of $3,500 from the
Partnership after leveraging the Black-Eyed Pea Equipment, as provided for in
the Partnership Agreement. In addition, DenAmerica paid a commitment fee equal
to $3,500 to the same affiliate as provided for in the Partnership Agreement.
RISK FACTORS
The following paragraph is added to the end of the section of the
Prospectus entitled "Risk Factors - Litigation against General Partner and
Possible Adverse Effect on Net Worth":
On January 31, 1997, the Court's decision was reversed on
appeal by the Michigan Court of Appeals and the case will either
be dismissed or subject to further proceedings if the plaintiffs
appeal the Court of Appeals decision.
PRIOR OFFERINGS
The following text has been added to the first paragraph of this Section
of the Prospectus:
On January 29, 1997, effective as of January 1, 1997, Captec L.P.
II sold all of its equipment packages and real estate properties
to an Affiliate of the Managing General Partner for $2,760,000 in
a transaction that was consented to by a majority in interest of
the limited partners. Simultaneously with such sale, Captec L.P.
II paid all of its expenses and distributed its remaining
$2,000,569 to its limited partners.
PLAN OF DISTRIBUTION
The subsections of this section of the Prospectus titled "General",
"Compensation", and "Indemnification" are amended, effective as of the date of
this Prospectus Supplement, to read in their entirety as follows:
GENERAL
The Offering is being made on a "best efforts, part or none" basis through
broker-dealers who are members of the National Association of Securities
Dealers, Inc. (the "Participating Dealers") and Captec Securities Corporation,
which will act as Dealer-Manager. The individual General Partner and the
corporate General Partner are each an Affiliate of the Dealer-Manager. The
Offering is conditioned upon sale of the Minimum Number of Units prior to the
close of business one year after the effective date of this Prospectus (the
"Termination Date"). Since the Minimum
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Number of Units was sold on March 5, 1997, prior to the Termination Date, the
General Partners may extend the Offering to a date not later than the earlier
to occur: (i) sale of all Units offered hereby; or (ii) two years after the
effective date of this Prospectus (the "Extended Termination Date"). After the
Minimum Number of Units was sold, the Partnership has and will schedule interim
closings at which subscribers will be admitted as Limited Partners on at least
a monthly basis.
The Offering is made pursuant to agreements among the General Partners,
the Partnership, the Dealer-Manager and the Participating Dealers pursuant to
which the Participating Dealers are acting as agents of the Partnership for the
purpose of offering and selling Units. The Units are being offered on a "best
efforts, part or none" basis, which means that Participating Dealers are not
obligated to purchase any Units but are required only to use their best efforts
to sell Units to investors.
COMPENSATION
Subject to the provisions for reduced selling commissions, the Partnership
will pay selling commissions equal to 8.0% of Gross Proceeds to the
Dealer-Manager for Units sold by it. The Dealer-Manager may reallow fees of
up to 8% to the Participating Dealers with respect to Units sold by them. The
General Partners also paid an additional selling commission equal to 1% of
Gross Proceeds to Participating Dealers from Units sold until the Minimum
Number of Units was sold. The Dealer-Manager may also receive up to 0.5% of
Gross Proceeds as reimbursement for bona fide due diligence expenses. The
Dealer-Manager may reallow to any Participating Dealer or its registered
representatives all or any portion of this fee based upon the bona fide due
diligence expenses incurred. The General Partners will receive a
Non-Accountable Expense Allowance in an amount equal to 2% of Gross Proceeds to
cover certain expenses relating to the offer and sale of Units (including the
additional 1% selling commission payable until the Minimum Number of Units is
sold). In no event will sales commissions, the Non-Accountable Expense
Allowance, Organization and Offering Expenses, wholesaling salaries and
expenses and expenses of sales seminars, exceed in the aggregate, 13% of Gross
Proceeds.
The General Partners, their Affiliates and Participating Dealers may
purchase up to 10% of the Units, net of any selling commissions but otherwise
on the same terms as purchasers who are not Affiliates. Purchase of Units by
the General Partners and their Affiliates will not be counted for purposes of
reaching the Minimum Number of Units. Any purchases by the General Partners
will be for investment purposes only and not with a view toward resale.
Investors will not have a right to withdraw and receive a return of their
contributions. Neither the General Partners nor any of their Affiliates will
directly or indirectly pay or award any compensation to a third party engaged
as an investment adviser as inducement to advise favorably toward investment in
the Partnership. In addition, the selling commissions to the Dealer-Manager and
Participating Dealers will be reduced on sales of 501 or more Units in
accordance with the following Schedule:
Dollar Amount Purchased Investor's Purchase Selling Commission Per Unit
- ----------------------- Price ------------------------------
Per Unit Percent Dollar Amount
-------------------- -------------- --------------
$1,000 - $500,000 $1,000 8.0% $80.00
$501,000 - $750,000 $980 6.0% $60.00
$751,000 - $1,000,000 $970 5.0% $50.00
$1,001,000 - $1,500,000 $960 4.0% $40.00
$1,501,000 - $2,000,000 $950 3.0% $30.00
$2,001,000 and above $940 2.0% $20.00
The purchaser of such Units will be credited with such reduced commission
and the net proceeds to the Partnership will not be affected by the discount.
Subscriptions may be combined for purposes of determining the volume discounts
applicable to subscriptions from a purchaser.
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INDEMNIFICATION
The Partnership, General Partners, and Dealer-Manager have agreed to
indemnify the Participating Dealers and the Participating Dealers have agreed
to indemnify the General Partners, Dealer-Manager, and the Partnership against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Act"). In the opinion of the Securities and Exchange Commission,
indemnification for liabilities under the Act is against public policy and
therefore unenforceable. The Participating Dealers may be deemed to be
underwriters as that term is defined in the Act.
AMENDMENT TO THE AGREEMENT OF LIMITED
PARTNERSHIP OF CAPTEC FRANCHISE
CAPITAL PARTNERS IV
Sections 12, 14, and 15 of the Partnership's Agreement of Limited
Partnership included as Exhibit B to the Prospectus (the "Partnership
Agreement"), have been corrected and amended, consistent with the disclosures
in the Prospectus as set forth below:
12. TRANSFERABILITY OF UNITS
Section 12.1.4 of the Partnership Agreement has been amended so as to read in
its entirety as follows:
12.1.4 if the Managing General Partner determines in its sole
discretion that such assignment would prevent the Partnership from
being able to satisfy either the 2% or 5% "safe harbors" contained
in Service Advance Notice 88-75 or in corresponding regulations or
the Partnership has received an opinion of counsel or a favorable
service ruling that such transfer would result in the Partnership
being classified as a "publicly-traded partnership" for federal
income tax purposes.
14. RIGHTS, AUTHORITY, POWERS, RESPONSIBILITIES AND DUTIES OF THE MANAGING
GENERAL PARTNER
The first sentence of Section 14.4.5 has been amended so as to permit the
Partnership to only enter into co-tenancy arrangements, joint ventures or
general partnerships with non-affiliates that own one or more Assets, and
Section 14.4.5 now reads in its entirety as follows:
cause the Partnership to invest in any Asset with unaffiliated
parties that own one or more Assets through co-tenancy
arrangements, joint ventures or general partnerships except on
substantially the same terms and conditions (although not
necessarily the same percentage interest) as such unaffiliated
parties; provided, however, that no such investment shall be
entered into by the Partnership (i) if it involves the payment of
duplicative property management or other fees which would have the
effect of circumventing any of the restrictions on and prohibited
transactions involving conflicts of interest contained in this
Partnership Agreement, and (ii) unless the Partnership acquires a
controlling interest in such joint venture or partnership.
15. RIGHTS AND POWERS OF THE LIMITED PARTNERS
The last sentence of Section 15.3 has been deleted so as to remove the
General Partners' right to vote the Units of those Limited Partners that do not
submit a vote within a certain time period, and Section 15.3 reads in its
entirety as follows:
15.3 Consent Without a Meeting. The Managing General Partner may and,
upon receipt of a request in writing signed by ten percent (10%) or more in
interest of the Limited Partners, the Managing General Partner shall,
submit any matter upon which the Limited Partners are entitled to act, to
the Limited Partners for a vote by written consent without a meeting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees and
expenses (other than underwriting commissions and discounts) payable in
connection with the issuance and distribution of Units assuming 30,000 Units
are sold.
Securities and Exchange Commission, registration fee $10,345
NASD filing fee..................................... 3,500
Printing and Mailing................................ 50,000
Accountants (fees and expenses)..................... 6,155
Blue Sky fees and expenses (including legal fees)... 60,000
Legal fees and expenses............................. 65,000
Sales Activities and Seminars....................... 805,000
Due Diligence....................................... 500,000
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Total............................................... $1,500,000
==========
ITEM 32. RECENT SALE OF UNREGISTERED SECURITIES.
The Partnership has sold .1 Units for $100 to Patrick L. Beach in order
that Mr. Beach may become the initial Limited Partner and permit the filing of
a Certificate of Limited Partnership. This sale was made pursuant to the
exemption contained in Section 4(2) of the Securities Act of 1933, as amended
(the "Act"), as a transaction not involving any public offering.
ITEM 33. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Partnership Agreement, neither the General Partners nor any
affiliate of the General Partners will be liable, responsible, accountable in
damages or otherwise to the Partnership or to any Limited Partners for any
action taken or failure to act on behalf of the Partnership within the
authority granted to them by the Partnership Agreement provided that the
General Partners or such Person believed in good faith that the course of
conduct which caused the loss or liability was in the best interest of the
Partnership and such liability or loss was not the result of negligence or
misconduct by such Person. The Partnership will indemnify the General Partners
and their Affiliates against any losses, judgments, liabilities, expenses and
amounts paid in settlement of any claims sustained by them on behalf of the
Partnership within the scope of the authority conferred on them by the
Partnership Agreement or by law or in furtherance of the Partnership's
interests, provided that the same were not the result of negligence or
misconduct on the part of the General Partners or their Affiliates and the
General Partners have determined in good faith that the conduct was in the best
interest of the Partnership.
ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(b) Financial Statement Schedule
Report of Independent Accountants
Schedule XI -- Real Estate and Accumulated Depreciation
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(c) Exhibits - See Exhibit Index following signature page
ITEM 36.UNDERTAKINGS.
The Registrant hereby undertakes as follows:
(a) to file a sticker supplement pursuant to Rule 424(c) under the Act
during the distribution period describing each property not identified in the
Prospectus at such time as there arises a reasonable probability that such
property will be acquired and to consolidate all such stickers into a
post-effective amendment filed at least once every three months, with the
information contained in such amendment provided simultaneously to the existing
Limited Partners. Each sticker supplement will disclose all compensation and
fees received by the General Partners or their affiliates in connection with
any such acquisition. Audited financial statements meeting the requirements of
Rule 3-14 of Regulation S-X for properties acquired during the distribution
period will only be filed with the post-effective amendment;
(b) to submit all sales literature to the staff of the Commission as
supplemental literature prior to its use;
(c) (i) to file any prospectuses required by Section 10(a)(3) as
post-effective amendments to the Registration Statement; (ii) that for the
purpose of determining any liability under the Act each such post-effective
amendment may be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time may
be deemed to be the initial bona fide offering thereof; (iii) that all
post-effective amendments will comply with the applicable forms, rules and
regulations of the Commission in effect at the time such post-effective
amendments are filed; and (iv) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain at
the termination of the offering;
(d) to file, after the end of the distribution period, a current report on
Form 8-K containing the financial statements and any additional information
required by Rule 3-14 of Regulation S-K, to reflect each commitment (i.e., the
signing of a binding purchase agreement) made after the end of the distribution
period involving the use of 10% or more (on a cumulative basis) of the net
proceeds of the offering and to provide the information contained in such
report to the Limited Partners at least once each quarter after the
distribution period of the offering has expired;
(e) to provide to the Limited Partners the financial statements required
by Form 10-K for the first full fiscal year of operations of the Partnership;
(f) to send to each Limited Partner at least on an annual basis a detailed
statement of any transactions with the General Partners or their Affiliates,
and of fees, commissions, compensation and other benefits paid or accrued to
the General Partners or their Affiliates for the fiscal year completed, showing
the amount paid or accrued to each recipient and the services performed;
(g) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20%
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change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table set forth in this
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
(h) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the Securities offered herein, and
the offering of such Securities at that time shall be deemed to be the initial
bona fide offering thereof;
(i) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering;
(j) That, for the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed a part of
this Registration Statement as of the time it was declared effective; and
(k) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering.
(l) insofar as indemnification for liabilities arising under the Act may
be permitted to the General Partners and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a General Partner or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such General Partners and the controlling persons in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
11
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements of filing on Form S-11 and authorized this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, in the City of Ann Arbor, State of Michigan, on
May 6, 1997.
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
By: Captec Franchise Capital Corporation IV,
General Partner
By: /s/ Patrick L. Beach
-------------------------------------
Patrick L. Beach
Chairman of the Board, President and
Chief Executive Officer
By: /s/ Patrick L. Beach
-------------------------------------
Patrick L. Beach, General Partner
In accordance with the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement was
signed by the following persons in the capacities and on the dates indicated:
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
By: Captec Franchise Capital Corporation IV, General Partner
/s/ Patrick L. Beach Chairman of the May 6, 1997
- -------------------- Board, President
Patrick L. Beach and Chief Executive
Officer
/s/ W. Ross Martin Director, Senior May 6, 1997
- -------------------- Vice President,
W. Ross Martin Treasurer,
Secretary, and
Chief Financial
Officer (principal
financial officer
and principal
accounting officer)
II-4
12
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
1.1** Proposed Form of Participating Dealer Agreement
1.2* Proposed Form of Amended and Restated
Participating Dealer Agreement
1.3* Dealer-Manager Agreement
3.1** Agreement of Limited Partnership of the
Partnership (included in prospectus)
3.2** Articles of Incorporation of Captec Franchise
Capital Corporation IV (the General Partner)
3.3** Bylaws of Captec Franchise Capital Corporation IV
3.4** Certificate of Limited Partnership
3.5** Certificate of Limited Partnership Interest
3.6* First Amendment to Agreement of Limited
Partnership of the Partnership
5.1** Opinion letter of Jaffe, Raitt, Heuer & Weiss,
Professional Corporation, regarding the validity
of the securities being registered
8.1** Opinion Letter of Jaffe, Raitt, Heuer & Weiss,
Professional Corporation, regarding tax matters
10.1** Proposed Form of Escrow Agreement
23.1** Consent of Jaffe, Raitt, Heuer & Weiss, P.C.
(included in Exhibits 5.1 and 8.1)
23.2** Consent of Coopers & Lybrand, L.L.P.
24.1** Power of Attorney (included on signature page)
99.1** Table VI Acquisitions of Properties by Programs
*Filed herewith.
**Previously filed.