UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 2005
Trustreet Properties, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-13089 75-2687420
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
450 South Orange Avenue 32801
Orlando, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 540-2000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Trustreet Properties, Inc. (the "Company") is the new name adopted upon
the merger of CNL Restaurant Properties, Inc. ("CNLRP") and eighteen CNL Income
Fund Partnerships with and into U.S. Restaurant Properties, Inc. For accounting
purposes, however, CNLRP was treated as the acquirer. On March 7, 2005, the
Company filed a Form 8-K to report the financial statements of CNLRP,
management's discussion and analysis of CNLRP's financial condition and results
of operation and the report of management on internal controls over financial
reporting for fiscal year 2004. On June 13, 2005, the Company filed a Form 8-K/A
to amend Items 1, 2, 3 and 4 of Exhibit 99.1 to the Company's March 7, 2005 8-K
filing to reflect the reclassification of two properties (the "March
Properties") identified during the three months ended March 31, 2005 as
discontinued operations in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS 144") and the requirements of the U.S. Securities and Exchange
Commission (the "SEC").
This Form 8-K/A is being filed to amend Items 1, 2, 3 and 4 of Exhibit
99.1 to the Company's March 7, 2005 8-K filing as amended by the Company's June
13, 2005 8-K/A filing to reflect the reclassification of two additional
properties (the "June Properties") identified during the three months ended June
30, 2005 as discontinued operations in accordance with FAS 144 and the
requirements of the SEC. Under the SEC requirements, the Company must reflect
any reclassification to discontinued operations required by FAS 144 subsequent
to the sale or identification for sale of properties on previously issued annual
financial statements for each of the years shown in the Company's Form 8-K filed
on March 7, 2005 as amended by the Company's Form 8-K/A filed on June 13, 2005
if those financials are incorporated by reference in subsequent filings made
with the SEC under the Securities Act of 1933, as amended, even though those
financial statements relate to periods prior to the date the properties were
identified for sale. The reclassifications have no effect on stockholder's
equity or net income.
The Company has reported revenues and expenses related to the March
Properties and the June Properties as income from discontinued operations for
the reporting periods following December 31, 2004.
Readers should refer to the Company's quarterly reports on Form 10-Q
and the amendments thereto for information related to periods subsequent to
December 31, 2004.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Management's Discussion and Analysis of Financial
Condition and Results of Operations, Quantitative and
Qualitative Disclosures about Market Risk, Financial
Statements and Supplementary Data and Management's
Report on Internal Controls over Financial Reporting
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 9, 2005 TRUSTREET PROPERTIES, INC.
By:
/s/ CURTIS B. MCWILLIAMS
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Curtis B. McWilliams
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Management's Discussion and Analysis of Financial
Condition and Results of Operations, Quantitative and
Qualitative Disclosures about Market Risk, Financial
Statements and Supplementary Data and Management's
Report on Internal Controls Over Financial Reporting
EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
EXHIBIT 99.1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AND MANAGEMENT'S REPORT ON
INTERNAL CONTROLS OVER FINANCIAL REPORTING