UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~The ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest~~1934 ~~event reported): December 23, 2004~~

~~CNL~~Date ~~RESTAURANT~~of Report ~~PROPERTIES~~(Date of earliest event reported) January 11, ~~INC.~~2005

CNL Restaurant Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-15581	59-3239115
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 South Orange Avenue, Orlando, Florida 32801

450 South Orange Avenue

Orlando, FL

32801

(Address of principal executive offices)

(Zip Code)

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code (407) 540-2000

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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):

¨x 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 ~~Ruler~~Rule 13e-4(c) under the Exchange Act (17 CFR 240/.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Information.

OnThe ~~December~~executive ~~23,~~officers ~~2004~~of ~~the~~CNL ~~Company and U.S.~~ Restaurant Properties, Inc. ~~entered~~ ~~into~~read athe ~~Commitment~~script ~~Letter~~filed ~~with~~as ~~Bank of America, N.A. and Banc of America Securities LLC providing for funding in~~ an ~~amount~~exhibit up to ~~$775,000,000~~this toReport ~~meet~~on ~~costs~~Form ~~and~~8-K ~~expenses~~during ~~associated~~a ~~with~~conference call ~~the proposed merger of the Company~~ with ~~U.S.~~institutional ~~Restaurant Properties~~investors ~~and~~on ~~the~~January ~~proposed subsequent purchase by U.S. Restaurant Properties of some or all of the CNL Income Funds representing at least 75% of the aggregate value of such funds~~11, ~~including, if appropriate, refinancing the existing debt of the Company and U~~2005.S. ~~Restaurant Properties.~~

~~The~~These ~~Company~~materials ~~and~~contain certain Uforward-looking statements.~~S. Restaurant~~ ~~Properties~~Forward-looking ~~are~~statements ~~currently~~relate into ~~discussions~~expectations, ~~with~~beliefs, ~~Bank~~projections, offuture ~~America~~plans and ~~Banc~~strategies, ofanticipated ~~America~~events ~~Securities to obtain~~ or ~~arrange~~trends ~~for~~and ~~$775,000,000~~other ofmatters ~~financing~~that ~~(subject~~are tonot ~~reduction~~historical byfacts. anThese ~~amount~~forward-looking ~~equal~~statements reflect toU.S. ~~the~~Restaurant ~~value~~Properties ofand ~~those~~ CNL ~~Income~~Restaurant ~~Funds~~Properties’ ~~not~~current ~~purchased in~~views ~~connection~~about ~~with~~future ~~the~~events ~~proposed~~and ~~merger),~~are ~~expected~~subject to ~~include~~risks, auncertainties, ~~senior~~assumptions ~~bank~~and ~~financing~~changes ~~(revolving~~in ~~line~~circumstances ofthat ~~credit~~may ~~and~~cause ~~term~~future ~~loan)~~events, aachievements ~~net~~or ~~lease~~results ~~securitization~~to differ ~~and~~materially afrom ~~high~~those ~~yield~~expressed ~~bond~~by ~~issuance (~~the ~~“Proposed~~forward-looking ~~Financings”)~~statements. ToInvestors ~~cover~~are ~~any~~cautioned ~~shortfall between~~not ~~the~~to ~~Proposed~~place ~~Financings~~undue ~~closed~~reliance aton ~~the~~these ~~time~~forward-looking ~~the~~statements. ~~proposed~~In ~~mergers~~particular, ~~are~~the ~~consummated~~following ~~and $775~~factors,~~000,000,~~ ~~Bank~~among ofothers, ~~America~~could ~~has~~cause ~~committed~~actual ~~pursuant~~results to differ ~~the~~materially ~~Commitment~~from ~~Letter~~those todescribed ~~provide~~in ~~bridge~~the ~~financing~~forward-looking ~~consisting~~statements: failure of athe ~~senior~~U.S. ~~secured~~Restaurant ~~revolving~~Properties ~~credit facility~~or ofCNL upRestaurant Properties stockholders to ~~$125,000,000~~approve the merger and athe ~~senior~~risk ~~secured~~that ~~term~~the ~~loan~~businesses of upthe tocompanies ~~$650,000,000~~will not be integrated successfully. IfIn ~~utilized~~addition, the ~~bridge~~ability ~~financing~~of ~~will~~the ~~bear~~combined ~~interest~~companies atto aachieve ~~floating~~the ~~rate~~expected ofrevenues, ~~interest~~accretion and ~~will~~synergy ~~mature,~~savings ~~and~~also will be ~~repayable~~subject into ~~full,~~the oneffects of competition, the ~~90th~~effects ~~day~~of ~~following~~general ~~its~~economic ~~initial~~conditions ~~funding.~~and ~~The~~other factors ~~definitive~~beyond ~~financing~~the ~~documents~~control ~~will~~of ~~include~~the ~~affirmative~~combined companies, along with other risks and ~~negative~~uncertainties ~~covenants~~described ~~as agreed~~from ~~upon~~time byto time in public filings with the ~~parties~~Securities and Exchange Commission.

~~The~~In ~~obligation~~connection ofwith ~~Bank of America under~~ the ~~Commitment~~proposed ~~Letter~~transactions toreferenced ~~provide~~in the ~~bridge~~materials ~~financing~~included isin ~~subject to customary conditions for facilities of~~ this ~~type~~filing, U.S. ~~These~~Restaurant ~~include:~~Properties ~~the~~has ~~absence~~filed ofa joint ~~any~~proxy ~~change~~statement/prospectus oron ~~development~~Form ~~that~~S-4 ~~either~~and ~~individually~~other ormaterials inwith the ~~aggregate~~Securities ~~could~~and ~~reasonably~~Exchange ~~be expected~~Commission. toYou ~~have~~should receive a ~~material~~definitive ~~adverse~~joint ~~effect~~proxy onstatement/prospectus at the ~~business,~~same ~~operations,~~time ~~assets, properties, liabilities (actual~~ or ~~contingent),~~prior ~~results~~to ofthe ~~operations,~~time ~~condition~~you ~~(financial~~receive orthese ~~otherwise),~~materials. SECURITY orHOLDERS ~~prospects~~ARE ofURGED ~~the~~TO ~~entities~~READ ~~involved~~THE inDEFINITIVE ~~the~~JOINT ~~proposed~~PROXY ~~merger and~~STATEMENT/PROSPECTUS ~~their~~AND ~~subsidiaries~~OTHER ~~taken~~RELEVANT asDOCUMENTS aFILED ~~whole;~~WITH ~~the~~THE ~~absence~~SECURITIES ofAND aEXCHANGE ~~material~~COMMISSION ~~adverse~~BECAUSE ~~change~~THEY orWILL aCONTAIN ~~material~~IMPORTANT ~~disruption~~INFORMATION. ofInvestors ~~conditions~~and insecurity ~~the~~holders ~~market~~will ~~for~~be able ~~financings,~~to ~~including~~obtain ~~but~~a ~~not~~free ~~limited~~copy toof ~~syndicated~~these ~~bank~~materials ~~credit~~as ~~facilities,~~well ~~net~~as ~~lease~~other ~~securitizations,~~materials ~~high yield~~filed ~~bonds,~~with or the ~~financial,~~Securities ~~banking~~and orExchange ~~capital~~Commission ~~markets~~concerning ~~that~~U.S. inRestaurant ~~the~~Properties ~~reasonable~~and ~~judgment~~CNL ofRestaurant ~~Bank~~Properties ofat ~~America~~the ~~and Banc of America~~ Securities ~~would~~and ~~materially~~Exchange ~~impair~~Commission’s ~~the~~website at ~~syndication~~http://www.sec.gov. orIn ~~placement~~addition, ofthese ~~any~~materials ofand ~~the~~other ~~Proposed~~documents ~~Financings;~~filed ~~the~~by ~~negotiation~~U.S. ~~of definitive~~Restaurant ~~documentation~~Properties ~~reasonably~~may ~~acceptable~~be toobtained ~~Bank~~for offree ~~America~~by ~~and~~directing ~~Banc~~a ofrequest ~~America~~to ~~Securities;~~U.S. aRestaurant ~~due~~Properties ~~diligence~~at ~~review~~12240 ofInwood ~~the assets~~Rd., ~~liabilities~~Suite ~~and~~300, ~~business~~Dallas, ofTX ~~the~~75244; ~~parties~~Attn: Investor toRelations. ~~the~~In ~~merger~~addition, inthese ~~scope~~materials and ~~with~~other ~~results~~documents ~~reasonably~~filed ~~satisfactory~~by toCNL ~~Bank of~~Restaurant ~~America~~Properties ~~and~~may ~~Banc~~be ofobtained ~~America~~for ~~Securities;~~free ~~and~~by ~~others.~~directing ~~There~~a ~~can~~request beto noCNL ~~assurances~~Restaurant ~~that~~Properties ~~the~~at ~~conditions~~450 ~~under~~South ~~the~~Orange ~~Commitment~~Avenue, ~~Letter~~Orlando, ~~can~~FL be32801; ~~satisfied~~Attn: Investor Relations.

~~The~~U.S. ~~Commitment~~Restaurant ~~Letter~~Properties ~~with~~and ~~Bank~~CNL ofRestaurant ~~America~~Properties, and ~~Banc~~their respective directors and executive officers and other members of ~~America~~their ~~Securities~~management ~~expires~~and onemployees, may be deemed to be participants in the ~~earlier~~solicitation of proxies from the ~~completion~~stockholders of ~~the~~U.S. ~~Proposed~~Restaurant ~~Financings~~Properties and ~~March~~CNL Restaurant Properties in ~~31,~~connection ~~2005~~with ~~(to~~the merger. Information about the ~~extent~~directors ~~that~~and ~~none~~executive officers of ~~the~~U.S. ~~Proposed~~Restaurant ~~Financings~~Properties ~~have~~and ~~been~~their ~~entered~~ownership ~~into~~of asU.S. ofRestaurant ~~such~~Properties’ ~~date).~~shares Inis ~~light~~set offorth in the ~~anticipated~~proxy ~~March~~statement ~~2005~~for ~~closing~~U.S. ~~date~~Restaurant Properties’ Annual Meeting of Stockholders, which was filed with the ~~merger~~Securities and ~~the~~Exchange ~~transactions~~Commission ~~contemplated~~on ~~thereby~~April 19, 2004. Information about the ~~Company~~directors and ~~U.S.~~executive officers of CNL Restaurant Properties ~~anticipate~~and ~~that~~their ownership of CNL Restaurant Properties’ shares is set forth in the ~~Proposed~~proxy ~~Financings~~statement ~~will~~for ~~need~~CNL toRestaurant beProperties’ ~~closed~~Annual onMeeting orof ~~before~~Stockholders, ~~March~~which 31was filed with the Securities and Exchange Commission on April 7, ~~2005~~2004. Investors may obtain additional information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

~~Bank~~Item ~~of America owns a 2% non-voting redeemable limited partnership interest in CNL Restaurant Capital, L~~9.~~P.,~~01 aFinancial ~~subsidiary~~Statements of CNL Restaurant Properties. Pursuant to a strategic alliance agreement, Bank of America participates in a mortgage debt financing referral program with CNL Restaurant Capital. Bank of America also serves as agent bank and ~~is a lender under the respective senior credit facilities of U~~Exhibits.S. ~~Restaurant Properties and CNL Restaurant Properties and has received fees for the rendering of such services.~~

~~Banc~~(c) ofExhibits America Securities or its affiliates have provided to CNL Restaurant Properties and its affiliates, U.S. Restaurant Properties and its affiliates and to certain entities owned or controlled by of the Chairman of the board of directors of CNL Restaurant Properties, referred to herein as the Chairman Entities, and may in the future provide to CNL Restaurant Properties. U.S. Restaurant Properties, the Chairman Entities or their affiliates financial advisory and financing services and have received or may in the future receive fees for the rendering of these services. In the ordinary course of its business, Banc of America Securities and its affiliates may actively trade the debt and equity securities or loans of CNL Restaurant Properties and U.S. Restaurant Properties and their affiliates for its own account or for the accounts of customers and, accordingly, Banc of America Securities or its affiliates may at any time hold long or short positions in such securities or loans. Banc of America Securities’ affiliate, Banc of America Mortgage Capital Corporation, is a party to a joint marketing arrangement with CNL Restaurant Capital Corporation, a subsidiary of CNL Restaurant Properties.


Exhibit No.		Description
99.1		Conference Call Script

~~SIGNATURES~~SIGNATURE

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: December 30, 2004	CNL RESTAURANT PROPERTIES, INC.
	By:
		/s/ CURTIS B. McWILLIAMS
		Curtis B. McWilliams
		Chief Executive Officer
		/s/ STEVEN D. SHACKELFORD
		Steven D. Shackelford
		Chief Financial Officer


CNL RESTAURANT PROPERTIES, INC.

By:		/s/ Steven D. Shackelford
Name:		Steven D. Shackelford
Title:		Chief Financial Officer

Dated: January 11, 2005

EXHIBIT INDEX


Exhibit No.		Description
99.1		Conference Call Script

Filing Compare · CNL RESTAURANT PROPERTIES INC