UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-K

(Mark One)

[x] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        For the transition period from to

                        Commission file number 001-15581

                       CNL AMERICAN PROPERTIES FUND, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                      59-3239115
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

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

          Securities registered pursuant to Section 12 (b) of the Act:

        Title of each class:               Name of exchange on which registered:
               None                                     Not Applicable

           Securities registered pursuant to section 12(g) of the Act:

                     Common Stock, $0.01 par value per share
                                (Title of class)

         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 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

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant  has made three  offerings of Shares of common stock
(the "Shares") on Form S-11 under the  Securities  Act of 1933, as amended.  The
number of Shares held by  non-affiliates  as of March 19,  2000 was  37,335,919.
Since no established market for such Shares exists, there is no market value for
such Shares. Each Share was originally sold at $20 per Share.

         The number of Shares of common stock  outstanding  as of March 29, 2000
was 43,495,919.

                      DOCUMENTS INCORPORATED BY REFERENCE:

         Registrant  incorporates  by  reference  portions  of the CNL  American
Properties Fund, Inc.  Definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders  (Items  10,  11, 12 and 13 of Part III) to be filed no later  than
April 29, 2000.



<PAGE>




                                     PART I


Item 1.  Business

         CNL American  Properties Fund, Inc. is a real estate  investment trust,
or REIT. The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its direct and indirect  subsidiaries.  These
subsidiaries include CNL APF Partners, LP, a Delaware limited partnership formed
in May 1998, and CNL APF GP Corp. and CNL APF LP Corp.,  the general and limited
partner,  respectively,  of CNL APF  Partners,  LP. As a result of the merger on
September 1, 1999 (see "Mergers"),  subsidiaries also include CNL Fund Advisors,
Inc.,  CNL  Financial  GP Holding  Corp.,  CNL  Financial  LP  Holding,  LP, CNL
Financial Services GP Corp. and CNL Financial Services, LP.

         The Company  provides a complete  range of financial,  development  and
other real estate  services to operators  of national  and  regional  restaurant
chains.  The  Company's  ability  to offer  complete  "turn-key,"  build-to-suit
development services, from site selection to construction  management,  together
with its  ability to provide  its  customers  with  financing  options,  such as
triple-net leasing,  mortgage loans and secured equipment  financing,  makes the
Company a preferred  provider for all of the real estate related  business needs
of operators of national and regional restaurant chains.

         The Company was formed in May 1994,  at which time it received  initial
capital  contributions of $200,000 for 10,000 Shares of common stock ("Shares").
Since  inception,  the Company has completed three separate public  offerings of
Shares of common stock. The Company received the final proceeds of $210,736 from
its third public  offering of common stock in January  1999,  at which point the
Company had received aggregate subscription proceeds from its three offerings of
$747,464,420  (37,373,221 Shares),  including $5,572,261 (278,613 Shares) issued
through the Company's  reinvestment  plan.  Net proceeds to the Company from its
three offerings and the initial capital contributions,  after deduction of stock
issuance  costs,  totaled  $670,351,200,  all of which  have  been  invested  in
Properties or Mortgage Loans.

         On May 27, 1999, the stockholders  approved a one-for-two reverse split
of common  stock  that was  effective  on June 3,  1999  with the  filing of the
amended  Articles of Incorporation  with the Maryland  Department of Assessments
and Taxation.  In connection with the reverse split of common stock, the Company
elected to retire 2,545  fractional  Shares  ($50,891).  All share and per share
amounts  have been  restated  herein to reflect the  one-for-two  reverse  stock
split.

         As of December  31,  1999,  the  Company had total  assets of over $1.1
billion and a portfolio consisting of investments in 661 restaurant  properties.
Generally,  the real estate (the  "Properties")  owned by the Company consist of
land and buildings subject to long-term (generally, 15 to 20 years, plus renewal
options for an additional 10 to 20 years),  triple-net leases. Triple-net leases
generally provide that the tenants bear  responsibility for all of the costs and
expenses  associated  with the ongoing  maintenance and operations of the leased
restaurant  properties,  including  utilities,  property  taxes,  insurance  and
structural  repairs.  The Company  structures  the leases of its  Properties  to
provide for payment of base annual  rent with (i)  automatic  increases  in base
rent and/or  (ii)  percentage  rent based on gross sales above a certain  level.
Mortgage  financing (the "Mortgage Loans") involves lending money at a specified
interest rate to owners of restaurant  properties  and securing that loan with a
mortgage lien on the restaurant property.  Management believes that the economic
effects of the Mortgage Loans are similar to those of its leases (generally with
full repayment in 15 to 20 years).  Securitizing  mortgages  involves bundling a
group of  mortgages  into an  investment  entity,  usually a trust,  and selling
securities of that entity to the public.

         As of March 11, 2000,  the Company owned a portfolio of 672  Properties
located  across  the United  States  which are  leased to  operators  of certain
national and  regional  fast food,  family-style  and casual  dining  restaurant
chains, as described below in Item 2. Properties.

         Currently, the Company's primary investment objectives are to preserve,
protect,  and  enhance  the  Company's  assets,  while (i)  providing  quarterly
distributions,  (ii) providing fixed income through the receipt of base rent, as
well as increase the Company's income (and distributions) and protection against
inflation  through  automatic  increases in base rent and receipt of  percentage
rent,  and fixed income  through the receipt of payments from Mortgage Loans and
secured  equipment  leases,  (iii)  qualifying as a REIT for federal  income tax
purposes and (iv) providing  stockholders of the Company with liquidity of their
investment  (although  liquidity  cannot be assured thereby) through listing the
Shares of the Company on the New York Stock Exchange or other national  exchange
or over-the-counter market ("Listing").

         The  Company  intends,  to the  extent  consistent  with the  Company's
objective of  qualifying  as a REIT,  to reinvest in  additional  Properties  or
Mortgage  Loans any  proceeds of the sale of a Property or a Mortgage  Loan that
are not  required to be  distributed  to  stockholders  in order to preserve the
Company's  REIT status for federal  income tax purposes.  Similarly,  and to the
extent consistent with REIT qualification, the Company plans to use the proceeds
of the sale of a Secured  Equipment Lease to fund additional  Secured  Equipment
Leases,  or to reduce  its  outstanding  indebtedness.  The  Company  intends to
provide  stockholders of the Company with liquidity of their investment,  either
in whole or in part,  through  Listing of the Shares of the Company.  If Listing
occurs, the Company intends to reinvest in additional Properties, Mortgage Loans
and  Secured  Equipment  Leases  any  net  sales  proceeds  not  required  to be
distributed to stockholders in order to preserve the Company's status as a REIT.
If Listing does not occur by December 31, 2005,  the Company will  undertake the
orderly liquidation of the Company and the sale of the Company's assets and will
distribute any net sales proceeds to stockholders. In addition, the Company will
not sell any  assets if such sale  would not be  consistent  with the  Company's
objective of qualifying as a REIT.

         In  deciding  the  precise  timing  and terms of  Property  sales,  the
Company,  subject  to the  approval  of the Board of  Directors,  will  consider
factors  such  as  national  and  local  market  conditions,  potential  capital
appreciation,  cash flows, and federal income tax  considerations.  The terms of
certain  leases,  however,  may  require  the  Company to sell a Property  at an
earlier time if the tenant  exercises its option to purchase a Property  after a
specified  portion  of the lease  term has  elapsed.  The  Company  will have no
obligation  to sell all or any  portion of a Property  at any  particular  time,
except as may be required  under  property  or joint  venture  purchase  options
granted to certain  tenants.  In  connection  with  sales of  Properties  by the
Company,  purchase money obligations may be taken by the Company as part payment
of the sales price.  The terms of payment will be affected by custom in the area
in which the  Property is located and  prevailing  economic  conditions.  When a
purchase  money  obligation  is  accepted  in lieu of cash  upon  the  sale of a
Property,  the Company will  continue to have a mortgage on the Property and the
proceeds  of the sale will be  realized  over a period of years  rather  than at
closing of the sale.

         The Company does not anticipate  selling the Secured  Equipment  Leases
prior to  expiration  of the lease  term,  except in the event that the  Company
undertakes orderly liquidation of its assets.

Mergers

         The  Company's  goal  is  to  be  a  leading   provider  of  financial,
development,  advisory  and other real estate  services to operators of national
restaurant  chains.  In  furtherance  of this goal,  on September  1, 1999,  the
Company became internally advised and gained complete  acquisition,  development
and in-house  management  functions by acquiring its external advisor,  CNL Fund
Advisors, Inc. (the "Advisor"),  through the exchange of 100% of the outstanding
Shares of common stock of the Advisor for 3.8 million  Shares  ($76,000,000)  of
the Company's common stock.  Because prior to September 1, 1999, the Company has
had no employees  since its inception,  the Advisor  provided these functions on
behalf of the Company and was responsible  for the day-to-day  operations of the
Company,  including  raising capital,  investment  analysis,  acquisitions,  due
diligence,  asset  management and accounting  services.  The  acquisition of the
Advisor  also  provides  the Company with  restaurant  development  capabilities
including site selection, construction management and build-to-suit development.

         In addition,  to increase  its  financing  capabilities  and expand its
mortgage loan portfolio,  the Company acquired CNL Financial Corporation and CNL
Financial Services,  Inc. which are referred to, together, as the CNL Restaurant
Financial Services Group, at the same time that it acquired the Advisor. The CNL
Restaurant  Financial  Services  Group makes and services  mortgage  loans,  and
securitizes  a portion of such loans,  to  operators  of national  and  regional
restaurant  chains  comparable to the restaurant  chain operators that currently
are  tenants of the  Company.  The Company  acquired  CNL  Restaurant  Financial
Services Group through the exchange of 100% of the outstanding  Shares of common
stock of these entities for 2.35 million Shares  ($47,000,000)  of the Company's
common stock.

         Upon consummation of the mergers on September 1, 1999, all employees of
the acquired  entities became employees of the Company,  and any obligations for
the  Company  to pay fees to the  Advisor  (such as  acquisition  fees and asset
management  fees)  under the  advisory  agreement  between  the  Company and the
Advisor terminated.

Leases

         As of December 31, 1999, the Company had acquired,  either  directly or
indirectly  through  joint  venture  arrangements,  661  Properties,  which  are
generally subject to long-term, triple-net leases. Although there are variations
in the specific terms of the leases,  the following is a summarized  description
of the general structure of the Company's  leases.  The leases of the Properties
owned  by the  Company  and  the  joint  ventures  in  which  the  Company  is a
co-venturer, generally provide for initial terms ranging from 15 to 20 years and
expire between 2005 and 2024.  The leases are on a triple-net  basis which means
the lessee is  responsible  for all repairs  and  maintenance,  property  taxes,
insurance and utilities.  The leases of the Properties  provide for minimum base
annual  rental  payments   (payable  in  monthly   installments)   ranging  from
approximately  $41,000 to $328,000.  In  addition,  certain  leases  provide for
percentage rent based on sales in excess of a specified amount. In addition, the
majority  of the leases  provide  that,  commencing  in  specified  lease  years
(generally the sixth lease year),  the annual base rent required under the terms
of the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year or ten-year  renewal  options subject to the same terms and conditions
as the initial lease.  Lessees of 569 of the Company's 661 Properties  also have
been granted options to purchase the Property at the Property's then fair market
value after a specified portion of the lease term has elapsed. Fair market value
will be determined  through an appraisal by an independent  appraisal  firm. The
option  purchase  price may equal the  Company's  original  cost to purchase the
Property (including  acquisition  costs),  plus a specified  percentage from the
date of the lease or a specified  percentage of the Company's purchase price, if
that amount is greater  than the  Property's  fair market  value at the time the
purchase option is exercised.

         The leases also generally provide that, in the event the Company wishes
to sell the  Property  subject to that lease,  the Company  first must offer the
lessee the right to purchase the Property on the same terms and conditions,  and
for the same price,  as any offer which the Company has received for the sale of
the Property.

         In connection  with the  acquisition of 28 Properties  acquired  during
1999 that are building  only,  the tenant  under the ground  lease  assigned its
leasehold interest in the premises to the Company, and in connection  therewith,
the tenant, landlord under the ground lease, and Company entered into a Landlord
Estoppel and Consent  Agreement  pursuant to which the tenant is responsible for
all  obligations  under the ground  lease and the  Company is  provided  certain
rights to help protect its interest in the building in the event of a default by
the tenant under the terms of the ground lease.

         During the period  January 1, 2000 through March 11, 2000,  the Company
acquired 11 additional  Properties (seven of which are under construction).  The
leases for these Properties are substantially the same as those described above.

Major Tenants

         During 1999, no single lessee, borrower or restaurant chain contributed
more than ten percent of the Company's total rental,  earned,  investment income
and  interest  income  relating  to  its  Properties,  Mortgage  Loans,  Secured
Equipment  Leases and  certificates.  Because the Company has not  completed its
investment in Properties, Mortgage Loans and Secured Equipment Leases, it is not
possible  to  determine  which  lessees,  borrowers  or  restaurant  chains will
contribute  more than ten percent of the Company's  rental,  earned,  investment
income and interest  income during 2000 and subsequent  years. In the event that
certain lessees, borrowers or restaurant chains contribute more than ten percent
of the Company's rental, earned, investment income and interest income in future
years,  any  failure of such  lessees,  borrowers  or  restaurant  chains  could
materially  affect the  Company's  income.  As of December 31,  1999,  no single
lessee  or  borrower,  or  group  of  affiliated  lessees  or  borrowers  leased
Properties or was the borrower under  Mortgage Loans with an aggregate  carrying
value, in excess of 20 percent of total assets of the Company.


<PAGE>



Mortgage Loans Held for Sale

         The Mortgage  Loans  represent  first mortgage loans on the land and/or
building  comprising   approximately  $52.4  million  in  fixed-rate  loans  and
approximately  $1.5 million in variable-rate  loans.  Variable rate construction
loans totaled  approximately  $9.6 million at December 31, 1999.  The fixed-rate
loans carry a weighted average interest rate of 9.97%. The  variable-rate  loans
carry  interest  rates that adjust monthly based on a 30-day LIBOR plus a margin
(average  interest rate was 10.5% at December 31, 1999).  The Mortgage Loans are
being collected in monthly installments with maturity dates ranging from 2000 to
2019.

Secured Equipment Loans

         The  Company  entered  into  several   promissory  notes  with  several
borrowers  for equipment and other  financing  for a total of  $26,470,671.  The
promissory  notes are  collateralized  by restaurant  equipment.  The promissory
notes bear  interest at rates  ranging  from ten percent to 11 percent per annum
and are being collected in monthly installments with maturity dates ranging from
2000 to 2006.

Other Investments

         In August 1998, the Company acquired an investment in certain franchise
loan certificates ("the 1998 Certificates") issued in connection with a mortgage
loan securitization  transaction sponsored by CNL Financial  Corporation,  which
was an  affiliate  prior  to  its  acquisition  by the  Company  in  1999.  (see
"Mergers").  In 1998, the Company  classified these investments as available for
sale for accounting purposes and as of December 31, 1998 their carrying value of
$16,201,014  approximated  fair value.  During 1999, the Company  reassessed the
classification  of the 1998  Certificates and transferred the certificates  from
the available for sale category to the held to maturity category.

         In connection  with the merger on September 1, 1999 with CNL Restaurant
Financial Services Group (see "Mergers"), the Company acquired investments in an
interest only  certificate and other residual  interests which are classified as
available for sale and are carried at fair market value.

         In August 1999,  the Company  created a $500 million loan sale facility
syndicated  with two third  parties.  This facility  permits the Company to sell
loans on a regular basis to a trust at an agreed upon advance rate.  The Company
retained a residual  interest from loans sold as of December 31, 1999,  which is
included in the accompanying consolidated balance sheet as other investments and
is  classified as a trading  security and carried at its  estimated  fair market
value.

         Certain  Mortgage  Loans  originated  or  purchased by the Company were
securitized in November 1999 and Franchise Loan Trust  Certificates were sold to
investors.  The Company retained  certain  subordinated  investment  securities,
("the 1999 Certificates"). The 1999 Certificates were recorded by allocating the
previous  carrying  amount of the  mortgages  between  the  assets  sold and the
retained  interests  based on their  relative  fair values.  Approximately  $7.7
million of the 1999  Certificates  are  classified as available for sale and are
carried at fair  market  value based on  estimated  discounted  cash flows.  The
remaining balance of approximately $13.4 million of the 1999 Certificates have a
weighted average  remaining term of approximately 18 years and are classified as
held to maturity.

Borrowing

         Credit Facility

         At December 31, 1998, the Company had a revolving $35,000,000 unsecured
line of credit  with a bank which  enabled  the  Company to receive  advances to
purchase and develop Properties, to fund Mortgage Loans and to provide equipment
financing.  In June 1999, the Company obtained a new unsecured  revolving credit
facility in an amount up to $300,000,000 (the "Credit Facility"), which replaced
the line of credit. Interest on advances under the Credit Facility is determined
according  to (i) a tiered  rate  structure  up to a  maximum  rate of 200 basis
points above LIBOR (based upon the Company's overall leverage ratio) or (ii) the
lenders'  prime rate plus 0.25%,  whichever  the Company  selects at the time of
each advance. The principal balance,  together with all unpaid interest,  is due
in full upon termination of the facility on June 9, 2002.

         Note Payable

         In October 1999,  the Company  entered into a secured  credit  facility
(the "Secured Credit Facility") in the amount of $147,000,000  which will expire
in October 2002. The proceeds of the Secured Credit  Facility are intended to be
used for Property  acquisitions.  Borrowings  under the Secured Credit  Facility
bear  interest at the rate of  commercial  paper plus 56 basis points per annum.
The Secured Credit Facility is  collateralized by mortgages on Properties and an
assignment of rents.

         Mortgage Warehouse Facility

         At December 31, 1999, the Company had a one year $300 million  mortgage
warehouse facility ("Warehouse  Facility").  The Warehouse Facility provides the
Company the ability to provide mortgage financing to restaurant  franchisees and
periodically  securitize  the  loans  through  the  securitization  market.  The
facility bears interest at a rate of LIBOR plus 95 basis points per annum.

Competition

         The fast-food,  family-style and casual dining  restaurant  business is
characterized by intense  competition.  The operators of the restaurants located
on the  Company's  Properties  compete  with  independently  owned  restaurants,
restaurants which are part of local or regional chains, and restaurants in other
well-known national chains, including those offering different types of food and
service.

         Many successful  fast-food,  family-style and casual dining restaurants
are located in "eating islands",  which are areas to which people tend to return
frequently and within which they can diversify  their eating habits,  because in
many cases local  competition  may enhance the  restaurant's  success instead of
detracting  from it.  Fast-food,  family-style  and  casual  dining  restaurants
frequently  experience better operating results when there are other restaurants
in the same area.

         The Company will be competing  with other  persons and entities both to
locate  suitable  Properties  to  acquire  and  to  locate  purchasers  for  its
Properties.  The Company also will compete with other financing  sources such as
banks,  mortgage lenders and  sale/leaseback  companies for suitable tenants for
its  Properties,  borrowers for its Mortgage Loans and lessees and borrowers for
its Secured Equipment Leases.

Employees

         As of December 31, 1999, the Company had 133 associates.

Item 2.  Properties

         As of  December  31,  1999,  the  Company  owned,  either  directly  or
indirectly  through joint venture  arrangements,  661 Properties,  located in 40
states.  Reference  is  made to the  Schedule  of Real  Estate  and  Accumulated
Depreciation  filed with this report for a listing of the  Properties  and their
respective costs, including acquisition fees and certain acquisition expenses.

         As of December 31, 1999, the Company owned 613 of the 661 Properties in
fee simple and three properties through joint venture arrangements.

         As of December 31, 1999, 45 of the 661 Properties  owned by the Company
consisted of building  only.  The Company does not own the  underlying  land. In
connection with the acquisition of each of these Properties, the Company entered
into either a tri-party  agreement  with the tenant and the owner of the land or
an assignment of interest in the ground lease with the landlord, as described in
Item 1. Business-Leases.

         As of December  31, 1999 the  Company  had  pledged 130  Properties  as
collateral related to the Secured Credit Facility.

         During the period  January 1, 2000 through March 11, 2000,  the Company
acquired 11 additional Properties (seven of which were under construction),  for
cash at a total cost of approximately  $10,500,000,  excluding development costs
and  certain   acquisition   expenses.   The  leases  of  these  Properties  are
substantially the same as the leases described in Item 1. Business -- Leases.

         The Company currently is negotiating to acquire additional  properties,
but as of March 11, 2000, had not acquired any such properties.

Description of Properties

         Land. The Company's Property lot sizes range from  approximately  4,000
to 199,000  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased by the Company are in locations  zoned for commercial
use which have been reviewed for traffic patterns and volume.

         The  following  table lists the  Properties  owned by the Company as of
December 31, 1999 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation filed with this report.
<TABLE>
<CAPTION>

                                                                            Total Number of
                    State                                                Restaurant Properties
<S> <C>
                   Alabama                                                          22
                   Arizona                                                          20
                   California                                                       36
                   Colorado                                                         12
                   Connecticut                                                      1
                   Delaware                                                         1
                   Florida                                                          80
                   Georgia                                                          23
                   Idaho                                                            3
                   Illinois                                                         25
                   Indiana                                                          10
                   Iowa                                                             6
                   Kansas                                                           13
                   Kentucky                                                         9
                   Louisiana                                                        10
                   Maryland                                                         9
                   Michigan                                                         16
                   Minnesota                                                        11
                   Mississippi                                                      8
                   Missouri                                                         32
                   Nebraska                                                         3
                   Nevada                                                           4
                   New Hampshire                                                    2
                   New Jersey                                                       7
                   New Mexico                                                       4
                   New York                                                         4
                   North Carolina                                                   22
                   Ohio                                                             55
                   Oklahoma                                                         10
                   Oregon                                                           7
                   Pennsylvania                                                     9
                   Rhode Island                                                     1
                   South Carolina                                                   13
                   Tennessee                                                        38
                   Texas                                                            83
                   Utah                                                             4
                   Virginia                                                         20
                   Washington                                                       13
                   West Virginia                                                    12
                   Wisconsin                                                        3
                                                                                  =======
                   TOTAL PROPERTIES                                                661
                                                                                  =======
</TABLE>

         Buildings.  The buildings generally are rectangular and are constructed
from various combinations of stucco, steel, wood, brick and tile. Building sizes
range from approximately  1,300 to 12,700 square feet.  Generally,  buildings on
Properties  owned by the Company are  freestanding  and are  surrounded by paved
parking areas.  Buildings are suitable for conversion to various uses,  although
modifications may be required prior to use for other than restaurant operations.
As of December 31, 1999, 45 of the Company's  Properties were under construction
or renovation. As of December 31, 1999, the Company had no plans for renovations
of its remaining 616 Properties.  Depreciation expense is computed for buildings
and improvements  using the straight-line  method using a depreciable life of 39
years for federal  income tax purposes.  As of December 31, 1999,  the aggregate
cost basis of the Properties  owned by the Company  (including  Properties owned
through joint ventures) for federal income tax purposes was $452,349,747.

         The  following  table lists the  Properties  owned by the Company as of
December 31, 1999 by restaurant chain.
<TABLE>
<CAPTION>

               Restaurant Chain                                                       Number of Properties
<S> <C>
               Golden Corral                                                                     48
               Jack in the Box                                                                   65
               Bennigan's                                                                        27
               IHOP                                                                              46
               Steak & Ale                                                                       20
               Boston Market                                                                     23
               Darryl's                                                                          15
               Applebee's                                                                        16
               Black-Eyed Pea                                                                    26
               Pollo Tropical                                                                    11
               Arby's                                                                            38
               Chevy's Fresh Mex                                                                 26
               Ground Round                                                                      13
               Burger King                                                                       36
               Big Boy                                                                           29
               Denny's                                                                           15
               Other                                                                            207
                                                                                               =====
               TOTAL:                                                                           661
                                                                                               =====
</TABLE>

         Management   considers  the  Properties  to  be   well-maintained   and
sufficient for the Company's operations.

         Management  believes  that the  Properties  are  adequately  covered by
insurance.  In  addition,  the Company has  obtained  contingent  liability  and
property  coverage.  This insurance is intended to reduce the Company's exposure
in the unlikely event a tenant's  insurance  policy lapses or is insufficient to
cover a claim relating to the Property.

         Leases.  The Company  leases the  Properties  to  operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably necessary to refurbish  restaurant  buildings,
premises, signs and equipment so as to comply with the lessee's obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its restaurant  chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Company are described in Item 1. Business - Leases.


<PAGE>



         At December 31, 1999,  1998,  1997,  1996 and 1995, the Properties were
97%,  99%,  100%,  100% and 100%  occupied,  respectively.  The  following  is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                    1999               1998               1997              1996              1995
                                --------------     --------------    ---------------    -------------     -------------
<S> <C>
Rental Revenues (1)                $61,907,812       $33,129,661        $15,490,615       $ 4,357,298        $ 539,776
Properties (2)                             642               408                244                94               18
Average Rent Per Property            $  96,430         $  81,200          $  63,486         $  46,354        $  29,988
</TABLE>

(1)  Rental  income  includes  the  Company's  share of rental  income  from the
     Properties owned through joint venture  arrangements.  Rental revenues have
     been  adjusted,  as  applicable,  for any amounts for which the Company has
     established  an  allowance  for  doubtful  accounts.  Rents do not  include
     Properties under construction at December 31, 1999.

(2)  Excludes  Properties  that  were  vacant  at  December  31 and that did not
     generate rental revenues during the year.

         The  following  table  lists  Properties  owned  by the  Company  as of
December 31, 1999 by tenant and includes  average age of  buildings,  annualized
total rental revenue and percent of total revenue. To calculate annualized total
rental revenue the Company used, for each  restaurant  Property owned and leased
at December  31,  1999,  the  monthly  rental  revenue,  for that  Property  and
multiplied that number by 12 to present the annualized  rental revenues for a 12
month period.  The Company has not included any contingent  rental income in the
calculation of annualized total rental revenue.
<TABLE>
<CAPTION>


                                                Total Number
                                                    of
                                                Restaurant       Average Age       Annualized         Percent of
                                                Properties       of Buildings      Total Rental       Total Rental
Tenant                                              (1)             (years)         Revenue(2)         Revenue
                                               --------------    --------------    -------------    --------------
<S> <C>
S&A Properties Corporation                            42              17.4            7,838,068           10.6%
Jack in the Box Inc. (formerly Foodmaker, Inc.)       57               1.8            7,367,459           10.0%
Golden Corral Corporation                             40               1.6            5,743,081            7.8%
IHOP Corp.                                            46               2.5            5,490,191            7.4%
Houlihan's Restaurants, Inc                           20              19.4            3,221,535            4.4%
Woodland Group, Inc.                                  10               4.4            1,607,326            2.2%
Chevy's, Inc.                                         26               1.4            6,386,685            8.6%
Phoenix Restaurant Group                              32               5.8            3,658,424            4.9%
Boston Chicken, Inc                                   16               2.4            2,021,114            2.7%
Carrols Corporation                                   14               6.5            2,127,135            2.9%
RTM, Inc.                                             26               2.5            2,023,786            2.7%
Vicorp Restaurants, Inc.                              14              18.1            2,086,908            2.8%
Burger King Corporation                               14              18.1            1,463,217            2.0%
Other                                                285               6.9          $22,989,674           31.0%
                                                    -----                          -------------      ----------
Total                                                642                            $74,024,603          100.0%
                                                    =====                          =============      ==========
</TABLE>

(1)  Excludes  Properties that were vacant at December 31, 1999 and that did not
     generate rental revenues during the year.

(2)  The Company has straight-lined  the contractual  increases in rental income
     over the life of each of the leases in order to calculate rental revenue in
     accordance with generally accepted accounting principles.



<PAGE>


         The  following  table  shows  the  aggregate  number  of  leases in the
Company's  Property  portfolio  which expire each calendar year through the year
2014, as well as the number of leases which expire after  December 31, 2014. The
table does not reflect the  exercise of any of the renewal  options  provided to
the tenant under the terms of such leases.
<TABLE>
<CAPTION>

                                                                                 Base Rent
                                                                --------------------------------------------
         Year                              Number (3)               Amount(1)                 Percent
         ----                           ------------------      ------------------       -------------------
<S> <C>
          2000                                    --                     $    --                     --
          2001                                    --                          --                     --
          2002                                     2                     209,635                   0.3%
          2003                                     1                      63,663                   0.1%
          2004                                     1                      67,225                   0.1%
          2005                                     8                     892,500                   1.2%
          2006                                     7                     621,115                   0.8%
          2007                                    --                          --                     --
          2008                                     2                     140,190                   0.2%
          2009                                     2                      56,633                   0.1%
          2010                                     9                     943,940                   1.3%
          2011                                    23                   3,199,740                   4.3%
          2012                                    39                   5,281,189                   7.1%
          2013                                    47                   5,501,891                   7.4%
          2014                                   109                  11,948,792                  16.1%
       Thereafter                                406                  45,098,090                  61.0%
                                            ---------             ---------------             ----------
       Total (2)                                 656                 $74,024,603                 100.0%
                                            =========             ===============             ==========
</TABLE>

(1)  The Company has straight-lined  the contractual  increases in rental income
     over the life of each of the leases in order to calculate rental revenue in
     accordance with generally accepted accounting principles.

(2)  The number of leases and base rent exclude leases of five  Properties  with
     aggregate original base rental income of $459,295 for which the leases have
     been terminated. Base rent also excludes base rental income attributable to
     45 Properties under construction at December 31, 1999.

(3)  Includes  14  Properties  for  which the  Company  did not  receive  rental
     payments during the year ended December 31, 1999.


Item 3.  Legal Proceedings

         On May 11,  1999,  four  limited  partners in several CNL Income  Funds
served a derivative  and  purported  class action  lawsuit  filed April 22, 1999
against  the  general  partners  of the CNL Income  Funds and APF in the Circuit
Court of the Ninth Judicial Circuit of Orange County, Florida, alleging that the
general  partners  breached their  fiduciary  duties and violated  provisions of
certain of the CNL Income Fund  partnership  agreements in  connection  with the
proposed  merger with the Income Funds.  The plaintiffs are seeking  unspecified
damages and equitable  relief.  On July 8, 1999, the plaintiffs filed an amended
complaint  which, in addition to naming three  additional  plaintiffs,  includes
allegations  of aiding and abetting and conspiring to breach  fiduciary  duties,
negligence  and breach of duty of good faith against  certain of the  defendants
and seeks additional  equitable relief.  As amended,  the caption of the case is
Jon Hale,  Mary J.  Hewitt,  Charles A. Hewitt,  Gretchen M. Hewitt,  Bernard J.
Schulte, Edward M. and Margaret Berol Trust, and Vicky Berol v. James M. Seneff,
Jr., Robert A. Bourne, CNL Realty Corporation, and CNL American Properties Fund,
Inc., Case No. CIO-99-0003561.

         On June 22, 1999, a limited  partner of several CNL Income Funds served
a purported  class  action  lawsuit  filed  April 29,  1999  against the general
partners and APF, Ira Gaines,  individually  and on behalf of a class of persons
similarly situated, v. CNL American Properties Fund, Inc., James M. Seneff, Jr.,
Robert A. Bourne, CNL Realty Corporation, CNL Fund Advisors, Inc., CNL Financial
Corporation  a/k/a CNL Financial  Corp.,  CNL Financial  Services,  Inc. and CNL
Group,  Inc., Case No.  CIO-99-3796,  in the Circuit Court of the Ninth Judicial
Circuit of Orange County,  Florida,  alleging that the general partners breached
their fiduciary  duties and that APF aided and abetted their breach of fiduciary
duties in  connection  with the  proposed  merger  with the  Income  Funds.  The
plaintiff is seeking unspecified damages and equitable relief.

         On  September  23,  1999,  Judge  Lawrence  Kirkwood  entered  an order
consolidating  the  two  cases  under  the  caption  In  re:  CNL  Income  Funds
Litigation,  Case No. 99-3561.  Pursuant to this order,  the plaintiffs in these
cases filed a  consolidated  and  amended  complaint  on  November  8, 1999.  On
December 22, 1999,  the General  Partners and CNL Group,  Inc.  filed motions to
dismiss and motions to strike.  On December 28, 1999, APF and CNL Fund Advisors,
Inc. filed motions to dismiss.  On March 6, 2000, all of the defendants  filed a
Joint Notice of Filing Form 8-K Reports and Suggestion of Mootness.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.



                                     PART II



Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         As of March 11,  2000,  there  were  32,270  stockholders  of record of
common stock.  There is no public trading market for the Shares, and even though
the Company  intends to list the Shares on the New York Stock  Exchange or other
national securities  exchange or over-the-counter  market no later than December
31, 2005,  there is no assurance  that listing will occur and if listing  occurs
there is no  assurance  that a public  market for the Shares  will  develop.  In
October  1998,  the  Board of  Directors  elected  to  implement  the  Company's
redemption  plan.  Under the  redemption  plan,  the  Company  elected to redeem
Shares, subject to certain conditions and limitations.  As of December 31, 1999,
the  redemption  plan was  terminated.  During the year ended December 31, 1998,
34,757  Shares were  redeemed at $18.40 per Share  ($639,528)  and retired  from
Shares  outstanding  of common  stock.  As of  December  31,  1999,  the capital
contribution per Share was $20.

         The Company expects to make distributions to the stockholders  pursuant
to the provisions of the Articles of Incorporation. For the years ended December
31, 1999 and 1998, the Company  declared cash  distributions  of $60,078,825 and
$39,449,149,  respectively, to stockholders. For federal income tax purposes, 97
percent  and 85 percent of  distributions  paid in 1999 and 1998,  respectively,
were  considered  to be  ordinary  income  and  three  percent  and 15  percent,
respectively,  were considered to be a return of capital. No amounts distributed
to stockholders  for the years ended December 31, 1999 and 1998, are required to
be or have been  treated by the Company as a return of capital  for  purposes of
calculating the stockholders'  return on their invested  capital.  The following
table presents total distributions and distributions per Share:


<PAGE>

<TABLE>
<CAPTION>


                                 First             Second             Third             Fourth             Year
                             --------------    ---------------    --------------    ---------------   ---------------
<S> <C>
  1999 Quarter

  Total distributions
      declared                  $14,237,405        $14,238,745       $15,020,274       $16,582,401        $60,078,825
  Distributions per
      Share                            0.38               0.38              0.38              0.38               1.52


  1998 Quarter

  Total distributions
      declared                   $7,281,343         $8,711,463       $10,467,640       $12,988,703        $39,449,149
  Distributions per
      Share                            0.38               0.38              0.38              0.38               1.52
</TABLE>

         In each of  January,  February  and March 2000,  the  Company  declared
distributions  to  stockholders  of $5,527,461  ($0.12708 per Share)  payable in
March 2000.

         The Company intends to continue to declare distributions of cash to the
stockholders.  The Company expects that future distributions will be declared on
a quarterly basis.

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                            1999              1998            1997            1996            1995
                                       ----------------  ---------------- --------------  --------------  --------------
<S> <C>
Year ended December 31:
     Revenues                             $ 75,500,597      $ 42,187,037   $19,457,933      $ 6,206,684      $  659,131
     Net earnings/(loss)                   (49,837,334 )      32,152,408    15,564,456        4,745,962         368,779
     Cash distributions declared            60,078,825        39,449,149    16,854,297        5,436,072         638,618
     Funds from operations (1)              44,384,300        37,348,119    17,732,888        5,355,464         471,670
     Earnings/(loss) per Share (2)               (1.26 )            1.21          1.33             1.18            0.39
     Cash distributions declared
         per Share (2)                            1.52              1.52          1.49             1.41            0.62
     Weighted average number of
         Shares outstanding (2)(3)          39,402,941        26,648,219    11,711,934        4,035,835         949,175

At December 31:
     Total assets                       $1,138,192,793      $680,352,013  $339,077,762     $134,825,048    $ 33,603,084
     Total stockholders' equity            672,214,104       660,810,286   321,638,101      122,867,427      31,980,648
</TABLE>

(1)      Funds from operations ("FFO"),  based on the revised definition adopted
         by the Board of Governors of the  National  Association  of Real Estate
         Investment  Trusts  ("NAREIT")  and as used herein,  means net earnings
         determined in accordance with generally accepted accounting  principles
         ("GAAP"),  excluding gains or losses from debt  restructuring and sales
         of assets,  plus  depreciation  and amortization of real estate assets,
         plus  amortization of direct financing leases and after adjustments for
         unconsolidated  partnerships  and joint  ventures,  plus an addback for
         non-recurring  charges  such as the  advisor  acquisition  expense  and
         transaction  costs.  (Net earnings  determined in accordance  with GAAP
         include the noncash effect of straight-lining rent increases throughout
         the lease term and/or  rental  payments  during the  construction  of a
         property   prior  to  the  date  it  is   placed   in   service.   This
         straight-lining is a GAAP convention requiring real estate companies to
         report rental  revenue based on the average rent per year over the life
         of the lease.  During the years ended  December 31, 1999,  1998,  1997,
         1996  and  1995,   net  earnings   included   $5,143,552,   $2,734,767,
         $1,941,054,  $517,067 and $39,142, respectively, of these amounts.) FFO
         was restated by the Company for the years ended December 31, 1997, 1996
         and 1995 to add back the amortization of direct financing  leases.  FFO
         was  developed  by NAREIT as a  relative  measure  of  performance  and
         liquidity of an equity REIT in order to recognize that income-producing
         real estate  historically  has not depreciated on the basis  determined
         under GAAP.  However,  FFO (i) does not represent  cash  generated from
         operating activities  determined in accordance with GAAP (which, unlike
         FFO,  generally  reflects  all cash effects of  transactions  and other
         events that enter into the determination of net earnings),  (ii) is not
         necessarily  indicative  of cash flow  available to fund cash needs and
         (iii)  should  not be  considered  as an  alternative  to net  earnings
         determined  in  accordance  with GAAP as an indication of the Company's
         operating  performance,  or to  cash  flow  from  operating  activities
         determined in accordance with GAAP as a measure of either  liquidity or
         the Company's ability to make distributions.  Accordingly,  the Company
         believes  that in  order to  facilitate  a clear  understanding  of the
         consolidated historical operating results of the Company, FFO should be
         considered  in  conjunction  with the  Company's  net earnings and cash
         flows as reported in the accompanying consolidated financial statements
         and notes  thereto.  However,  the Company's  measure of FFO may not be
         comparable  to similarly  titled  measures of other REITS because these
         REITS  may not apply the  definition  of FFO in the same  manner as the
         Company.

(2)      All Share and per Share  amounts have been  restated  herein to reflect
         the one-for-two reverse stock split.

(3)      The weighted  average  number of Shares  outstanding  for 1995 is based
         upon the period the Company was operational.



Item 7.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

                                   The Company

         CNL American  Properties Fund, Inc. is a real estate  investment trust,
or REIT. The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its direct and indirect  subsidiaries.  These
subsidiaries include CNL APF Partners, LP, a Delaware limited partnership formed
in May 1998, and CNL APF GP Corp. and CNL APF LP Corp.,  the general and limited
partner,  respectively,  of CNL APF  Partners,  LP. As a result of the merger on
September 1, 1999 (see "Mergers"),  subsidiaries also include CNL Fund Advisors,
Inc.,  CNL  Financial  GP Holding  Corp.,  CNL  Financial  LP  Holding,  LP, CNL
Financial Services GP Corp. and CNL Financial Services, LP.


         The Company  provides a complete  range of financial,  development  and
other real estate  services to operators  of national  and  regional  restaurant
chains.  The  Company's  ability  to offer  complete  "turn-key,"  build-to-suit
development services, from site selection to construction  management,  together
with its  ability to provide  its  customers  with  financing  options,  such as
triple-net leasing,  mortgage loans and secured equipment  financing,  makes the
Company a preferred  provider for all of the real estate related  business needs
of operators of national and regional restaurant chains.

         As of December  31,  1999,  the  Company had total  assets of over $1.1
billion and a portfolio consisting of investments in 661 restaurant  properties.
Generally,  the real estate (the "Properties")  owned by the Company consists of
land and buildings  subject to triple-net  leases.  Triple-net  leases generally
provide that the tenants bear  responsibility  for all of the costs and expenses
associated with the ongoing  maintenance and operations of the leased restaurant
properties,  including  utilities,  property  taxes,  insurance  and  structural
repairs.  Mortgage  financing (the "Mortgage Loans") involves lending money at a
specified  interest  rate to owners of restaurant  properties  and securing that
loan with a mortgage lien on the  restaurant  property.  Securitizing  mortgages
involves  bundling a group of mortgages  into an  investment  entity,  usually a
trust, and selling securities of that entity to the public.

                         Liquidity and Capital Resources

Common Share Offerings

         The Company was formed in May 1994,  at which time it received  initial
capital  contributions  of $200,000  for 10,000  Shares of common  stock.  Since
inception,  the Company has completed three separate public  offerings of Shares
of common stock.  The Company  received the final  proceeds of $210,736 from its
third  public  offering  of common  stock in January  1999,  at which  point the
Company had received aggregate subscription proceeds from its three offerings of
$747,464,420  (37,373,221 Shares),  including $5,572,261 (278,613 Shares) issued
through the Company's  reinvestment  plan.  Net proceeds to the Company from its
three offerings and the initial capital contributions,  after deduction of stock
issuance  costs,  totaled  $670,351,200,  all of which  have  been  invested  in
Properties or Mortgage Loans.

         On May 27, 1999, the stockholders  approved a one-for-two reverse split
of common  stock  that was  effective  on June 3,  1999  with the  filing of the
amended  Articles of Incorporation  with the Maryland  Department of Assessments
and  Taxation.  All share and per share  amounts  have been  restated  herein to
reflect the one-for-two reverse stock split.

Debt Financing

         Line of Credit

         At December 31, 1998, the Company had a revolving $35,000,000 unsecured
line of credit  with a bank which  enabled  the  Company to receive  advances to
provide  equipment  financing,  to purchase and develop  Properties  and to fund
Mortgage  Loans.  In June 1999, the Company  obtained a new unsecured  revolving
credit  facility in an amount up to  $300,000,000  (the "Credit  Facility").  In
connection  with obtaining the amended  Credit  Facility,  the Company  incurred
commitment  fees,  legal fees and closing costs.  Interest on advances under the
Credit  Facility is determined  according to (i) a tiered rate structure up to a
maximum rate of 200 basis points above LIBOR (based upon the  Company's  overall
leverage  ratio) or (ii) the  lenders'  prime  rate plus  0.25%,  whichever  the
Company  selects at the time of each  advance.  As of  December  31,  1999,  the
weighted  average interest rate for interest paid over the prior year was 6.99%.
The principal  balance,  together with all unpaid interest,  is due in full upon
termination  of the facility on June 9, 2002. The terms of the agreement for the
amended  Credit  Facility  include  financial  covenants  which  provide for the
maintenance of certain financial ratios.  The Company was in compliance with all
such covenants as of December 31, 1999.

         The Company  believes,  based on current terms, that the carrying value
of its Credit Facility at December 31, 1999 and 1998 approximates fair value.

         In June 1999,  in  connection  with the amended  Credit  Facility,  the
Company  entered  into an  interest  rate swap  agreement.  The  purpose  of the
interest  rate swap  agreement  is to reduce the  impact of changes in  interest
rates on its floating rate Credit Facility.  The agreement  effectively  changes
the Company's  interest rate on  $75,000,000  of the  outstanding  floating rate
Credit  Facility to a fixed rate of 6.17% plus the spread above LIBOR on related
debt per annum,  as of December 31, 1999.  The Company is exposed to credit loss
in the event of  nonperformance  by the other  party to the  interest  rate swap
agreement;  however,  the  Company  does not  anticipate  nonperformance  by the
counterparty  as they maintain  long-term  credit  ratings of "A" or better,  as
rated by Moody's or Standard & Poors.

         The effective interest rate for the outstanding balance of $248,000,000
relating to the amended Credit Facility, as of December 31, 1999, as a result of
the impact of the interest rate swap in the amount of $75,000,000  was 7.17% per
annum.

         Note Payable

         In October 1999,  the Company  entered into a secured  credit  facility
(the "Secured Credit Facility") in the amount of $147,000,000  which will expire
in October 2002. The proceeds of the Secured Credit  Facility are intended to be
used for property  acquisitions.  Borrowings  under the Secured Credit  Facility
bear interest at the rate of commercial paper plus 56 basis points per annum. As
of December 31, 1999, the interest rate was 6.96%.  The Secured Credit  Facility
is collateralized  by mortgages on Properties and an assignment of rents.  Under
the terms of the Secured  Credit  Facility,  the Company is required to maintain
certain  financial  ratios and other  financial  covenants.  The  Company was in
compliance with all such covenants as of December 31, 1999.

         Mortgage Warehouse Facility

         At December 31, 1999, the Company had a one year $300 million  mortgage
warehouse facility ("Warehouse  Facility").  The Warehouse Facility provides the
Company the ability to provide mortgage financing to restaurant  franchisees and
periodically  securitize  the  loans  through  the  securitization  market.  The
facility  bears an interest rate of LIBOR plus 95 basis points per annum.  As of
December 31, 1999 the  interest  rate was 6.77%.  As of December  31, 1999,  the
Company had approximately $31 million outstanding under this Warehouse Facility.
The  Company  believes,  based on  current  terms,  that the  carrying  value at
December 31, 1999 approximates fair value.

         For the years  ended  December  31,  1999,  1998 and 1997,  the Company
incurred  interest costs (including  amortization of loan costs) of $14,094,524,
$402,292  and  $544,788,   respectively,   $3,889,327,  $402,292  and  $544,788,
respectively,  of which were  capitalized as part of the cost of buildings under
construction.  For the years ended December 31, 1999, 1998 and 1997, the Company
paid interest of $10,937,309, $338,569 and $502,680, respectively.

Interest Rate Risk

         As of December 31, 1999, the Company had $248,000,000, $140,504,000 and
$30,749,540  outstanding under its Credit Facility,  Secured Credit Facility and
Warehouse Facility, respectively. The Company has exposure to interest rate risk
associated  with the Credit  Facility,  Secured  Credit  Facility and  Warehouse
Facility due to the variable  interest rates. The Company believes this risk has
been  mitigated  with the interest rate swap  agreements to reduce the impact of
changes in interest rates on its floating rate debt (see "Debt Financing").

         The Company invests in certain  financial  instruments that are subject
to various forms of market risk such as interest rate fluctuations,  credit risk
and prepayment risk. The Company's primary exposure is the risk of loss that may
result from the  potential  change in the value of its  mortgage  loans held for
sale and investments held for sale as a result of changes in interest rates.

Generally,  from the time the fixed-rate mortgage loans are originated until the
time they are sold  through a  securitization  transaction,  the Company  hedges
against  fluctuations in interest rates through the use of derivative  financial
instruments  (primarily  interest rate swap contracts).  The Company  terminates
certain  of  these  contracts  upon  securitization  of the  related  fixed-rate
mortgage loans and, at that time, both the gain or loss on the sale of the loans
and the gain or loss on the termination of the interest rate swap contracts will
be measured and recognized in the  consolidated  statement of operations.  Under
interest  rate swaps,  the Company  agrees with other  parties to  exchange,  at
specified  intervals,   the  difference  between  fixed-rate  and  floating-rate
interest  amounts  calculated by reference to an agreed upon notional  principal
amount.

         The Company estimates that a hypothetical one percentage point increase
in long-term  interest  rates at December  31, 1999 would  impact the  financial
instruments  described  above  and  result  in  a  change  to  net  earnings  of
approximately $3 million. This sensitivity analysis contains certain simplifying
assumptions  (for  example,  it does not  consider  the  impact  of  changes  in
prepayment  risk or  credit  spread  risk).  Therefore,  although  it  gives  an
indication  of the  Company's  exposure to interest rate changes at December 31,
1999,  it is not intended to predict  future  results and the  Company's  actual
results will likely vary.

Acquisitions and Investments

         During the year ended December 31, 1999, the Company used the remaining
net offering  proceeds from its public  offering of common stock,  proceeds from
its Credit Facility and Secured Credit Facility, the net sales proceeds from the
sale of Properties and cash  collected from the prepayment of Secured  Equipment
Leases to acquire 258 Properties  (including 45 Properties on which a restaurant
was being  constructed  or renovated as of December 31, 1999),  to fund Mortgage
Loans and to provide  equipment  financing.  In connection  with the purchase of
each  Property,  the Company,  as lessor,  entered into a long-term,  triple-net
lease agreement.  The buildings under construction or renovation are expected to
be operational by June 2000.

         Since the merger on  September  1, 1999 with CNL  Restaurant  Financial
Services Group,  described below, the Company also originated  approximately $29
million in new mortgage loans through the Warehouse  Facility and  approximately
$79 million through the off-balance sheet loan sale facility. The $29 million in
originations  was funded  through the  Mortgage  Warehouse  Facility and certain
mortgages were subsequently securitized in November 1999 (see "Securitization").

         During the years ended December 31, 1999 and 1998, the Company incurred
$6,185,005 and  $17,317,297,  respectively,  in acquisition  fees,  based on the
amount of offering  proceeds  received  during the period and advances  obtained
from the Credit Facility,  payable to CNL Fund Advisors, Inc. in connection with
the  acquisition  of Properties,  construction  and renovation of Properties and
investment in Mortgage  Loans.  As a result of the  acquisition  of the CNL Fund
Advisors,  Inc.  on  September  1,  1999,  the  Company  ceased  to  incur  such
acquisition fees, although, it will continue to incur acquisition expenses.

Mergers

         The  Company's  goal  is  to  be  a  leading   provider  of  financial,
development,  advisory  and other real estate  services to operators of national
restaurant  chains.  In  furtherance  of this goal,  on September  1, 1999,  the
Company became internally advised and gained complete  acquisition,  development
and in-house  management  functions by acquiring its external advisor,  CNL Fund
Advisors,  Inc. (the "Advisor").  Because the Company has had no employees since
its inception, the Advisor provided these functions on behalf of the Company and
was responsible for the day-to-day operations of the Company,  including raising
capital, investment analysis,  acquisitions, due diligence, asset management and
accounting  services.  The  acquisition of the Advisor also provides the Company
with restaurant development capabilities including site selection,  construction
management and build-to-suit development.

         On September  1, 1999,  the Company  acquired  the Advisor  through the
exchange of 100% of the  outstanding  Shares of common  stock of the Advisor for
3.8 million Shares  ($76,000,000) of the Company's common stock. The acquisition
of the Advisor was recorded under the purchase method of accounting. The Company
expensed  the  excess  purchase  price  (plus  costs  incurred  related  to  the
acquisition) over the fair value of the net assets acquired of $76,333,516.

         In addition,  to increase  its  financing  capabilities  and expand its
mortgage loan portfolio,  the Company acquired CNL Financial Corporation and CNL
Financial Services,  Inc. which are referred to, together, as the CNL Restaurant
Financial Services Group, at the same time that it acquired the Advisor. The CNL
Restaurant  Financial  Services  Group makes and services  mortgage  loans,  and
securitizes  a portion of such loans,  to  operators  of national  and  regional
restaurant  chains  comparable to the restaurant  chain operators that currently
are  tenants of the  Company.  The Company  acquired  CNL  Restaurant  Financial
Services Group through the exchange of 100% of the outstanding  Shares of common
stock of these entities for 2.35 million Shares  ($47,000,000)  of the Company's
common  stock.  The  acquisition  was  recorded  under  the  purchase  method of
accounting.  The  Company  recognized  the excess  purchase  price  (plus  costs
incurred  related  to the  acquisition)  over the fair  value of the net  assets
acquired, of $45,703,072 as goodwill.  The Company recorded amortization expense
relating to goodwill of $689,516 as of and for the year ended December 31, 1999.

         Upon consummation of the mergers on September 1, 1999, all employees of
the acquired  entities became employees of the Company,  and any obligations for
the  Company  to pay fees to the  Advisor  (such as  acquisition  fees and asset
management fees) under the advisory agreement terminated.

         As  consideration  in its acquisition of the Advisor and CNL Restaurant
Financial  Services  Group,  the Company paid 6.15 million  Shares.  Of the 6.15
million Shares issued,  1.0 million are being held in escrow. The Shares held in
escrow will be released  to the former  stockholders  of the Advisor and the CNL
Restaurant  Financial  Services  Group  based  on the  value  of the  restaurant
Properties  acquired,  Mortgage Loans made and development projects completed by
the Company  during the "escrow  term".  The "escrow term" began on September 1,
1999.  If the  Company  fails,  during the escrow  term,  to acquire  restaurant
Properties,  make Mortgage Loans and complete  development  projects of at least
$750 million in the aggregate,  any Shares remaining in escrow at the end of the
escrow term will be returned to the Company,  and the former stockholders of the
Advisor  and CNL  Restaurant  Financial  Services  Group will no longer have any
rights to such Company  Shares.  The  Company's  Board of Directors  may, in its
reasonable  discretion,  extend the  escrow  term for an  additional  six months
following the escrow term if it reasonably  believes that it is in the Company's
best interest to do so. Management believes that the total number Shares will be
released from escrow during the term beyond a reasonable  doubt,  and therefore,
the Shares have been  included in the  acquisition  price and included in issued
and  outstanding  for  financial  reporting  purposes,  even though the unearned
Shares  are held in escrow at  December  31,  1999.  As of  December  31,  1999,
approximately 229,841 Shares have been released from escrow.



<PAGE>


Securitization

         Several   factors   affect   the   Company's    ability   to   complete
securitizations of its loans,  including  conditions in the securities  markets,
the credit quality of the Company's  loans and compliance of the Company's loans
with the eligibility requirements  established by the securitization  documents.
Adverse  changes in any of these factors  could impair the Company's  ability to
originate and sell loans on a favorable or timely basis. The Company's inability
to securitize loans may adversely affect the Company's financial performance and
growth prospects. Accordingly, the cost of raising debt or equity capital may be
higher in the future,  which could  adversely  impact the  Company's  results of
operations.

         As described  above in "Mergers," in September  1999,  APF expanded its
financing capabilities by acquiring the CNL Restaurant Financial Services Group,
which made and  serviced  mortgage  loans to  operators of national and regional
restaurant   chains  comparable  to  the  operators  of  national  and  regional
restaurant chains that currently are tenants of the Company. As a result of this
acquisition,  the Company also  "securitizes"  mortgage  loans.  A mortgage loan
securitization  involves  raising capital by combining a group of mortgage loans
into a pool,  creating  securities that are backed by the combined pool and then
issuing those  securities to investors.  The Company makes loans and securitizes
them by selling  them to a special  purpose  entity  formed  for the  purpose of
issuing  certificates  representing  beneficial interest in the pool of mortgage
loans. The Company receives the following from its securitizations:  (i) the net
proceeds  from  the sale of the  certificates;  (ii)  income  in the form of the
"spread" or difference  between the interest  that is earned on the  securitized
mortgage loans, less transaction fees and expenses and any portfolio losses, and
the interest earned on the  certificates  sold to third parties;  and (iii) fees
for servicing mortgage loans that were securitized.

         Additionally,  the Company generally retains a subordinated interest in
the mortgage loans,  which because it is subordinated,  generally bears interest
at a higher rate than the mortgage loans as a whole.  The acquisition of the CNL
Restaurant Financial Services Group has provided a platform for the expansion of
the Company's existing financing  opportunities and, ultimately,  is intended to
increase  cash  available to be  distributed  to its  stockholders.  The Company
believes securitization  transactions may permit it to obtain additional capital
with  greater ease and at a lower cost at times when market  conditions  are not
suitable for raising funds on economically attractive terms through the issuance
of the Company's equity or debt securities.

         In November  1999,  certain  mortgage loans  aggregating  approximately
$278.27 million were securitized and Franchise Loan Trust Certificates were sold
to  investors  through  a  trust.  This  transaction  is  backed  by fee  simple
mortgages,  space leasehold  mortgages,  ground lease  mortgages,  and mortgages
secured by  equipment.  The  majority of the  securitized  loan pool was sold to
third parties,  while the Company retained  subordinated  investment  securities
approximating  $21 million of the total  mortgage  loan pool balance (see "Other
Investments").  The Company also retained the  servicing  rights on the mortgage
loans sold. The Company  received gross proceeds of  approximately  $278 million
from the  securitization  transaction.  The transaction  resulted in a financial
statement loss of approximately $1 million.

Other Investments

         In August, 1998 the Company acquired an investment in certain franchise
loan certificates ("the 1998 Certificates") issued in connection with a mortgage
loan securitization  transaction sponsored by CNL Financial  Corporation,  which
was an  affiliate  prior  to  its  acquisition  by  the  Company  in  1999  (see
"Mergers").  Certain  of the 1998  Certificates  bear  interest  at an 8.4% pass
through rate with an effective  yield of 11.46%.  Other 1998  Certificates  bear
interest at adjustable  pass through rates which generated an effective yield of
10.65% in 1999. In 1998, the Company  classified these  investments as available
for sale for  accounting  purposes  and as of December  31, 1998 their  carrying
value  of  $16,201,014   approximated  fair  value.  During  1999,  the  Company
reassessed the  classification  of the 1998  Certificates  and  transferred  the
certificates  from the  available  for  sale  category  to the held to  maturity
category. The estimated fair value of the 1998 Certificates at the transfer date
of $16,199,792  approximated  the carrying value resulting in no gains or losses
at the  time of  transfer.  At  December  31,  1999 the  carrying  value of this
investment was $16,201,732  which  approximated  its fair value and its weighted
average remaining term range from approximately 14 to 16.5 years.

         In connection  with the merger on September 1, 1999 (see "Mergers") the
Company acquired  investments in an interest only certificate and other residual
interests with a fair market value of $5,965,941.  The interest only certificate
and the other  residual  interest are  classified  as available for sale and are
carried at fair  market  value based on  estimated  discounted  cash flows.  The
unrealized  loss at December 31, 1999 was  $177,119 and is shown as  accumulated
other comprehensive loss on the consolidated balance sheet.

         In August 1999 the Company  created a $500 million  loan sale  facility
syndicated with two third parties.  The Company intends to use the proceeds from
subsequent  securitizations  of  mortgage  loans to payoff this  facility.  This
facility  permits the Company to sell loans on a regular  basis to a trust at an
agreed upon  advance  rate.  As of December  31, 1999 the Company had sold loans
with an approximate  principal balance of $300 million to the trust. The Company
retained a residual interest which is included in the accompanying  consolidated
balance sheet as of December 31, 1999 as other  investments and is classified as
a  trading   security  and  carried  at  its  estimated  fair  market  value  of
$32,496,222.

         Certain  mortgage  loans  originated  or  purchased by the Company were
securitized in November 1999 and Franchise Loan Trust  Certificates were sold to
investors.  The Company retained  certain  subordinated  investment  securities,
("the  1999  Certificates").  The  1999  Certificates  totaling  $21,142,843  at
December 31, 1999 were recorded by allocating  the previous  carrying  amount of
the mortgages between the assets sold and the retained  interests based on their
relative fair values.  Approximately  $7.7 million of the 1999  Certificates are
classified  as available  for sale and are carried at fair market value based on
estimated  discounted cash flows. The remaining  balance of approximately  $13.4
million of the 1999  Certificates  have a  weighted  average  remaining  term of
approximately  18 years and are  classified as held to maturity.  Their carrying
amounts approximated their fair value at December 31, 1999.

         The  Company is  subject  to market  risk in the event the value of the
underlying mortgages decline.

Dispositions

         During  1999 and  1998,  the  Company  sold six and  three  Properties,
respectively.  The Company received net proceeds of approximately $5,302,433 and
$2,386,000,  respectively,  which  resulted in a loss of $781,192 for  financial
reporting purposes in 1999. The net sales proceeds received in 1998 approximated
the carrying value of the Properties,  resulting in no gain or loss. The Company
reinvested the proceeds from the sale of Properties in additional Properties.

         During 1999, the Company received  proceeds from various  borrowers for
the  prepayment  of  nine  Secured  Equipment  Leases.   The  Company  collected
$2,252,766  which was  approximately  equal to the net  investment in the direct
financing leases at the time of the prepayment. As a result, no gain or loss was
recognized for financial reporting purposes.

Capital Commitments

         In  connection  with  the  acquisition  of  the  45  Properties   under
construction  or  renovation  at December  31,  1999,  the Company  entered into
development  agreements with tenants which provide terms and  specifications for
the  construction or renovation of buildings the tenants have agreed to lease or
equipment financing the Company has agreed to provide.  The agreements provide a
maximum  amount of development  costs  (including the purchase price of the land
and closing  costs) to be paid by the Company.  In addition,  the Company,  as a
result of the acquisition of the Advisor,  has unfunded letters of commitment to
develop Properties for specific tenants. The aggregate maximum development costs
and unfunded  letters of commitment the Company had agreed to pay as of December
31, 1999 were approximately $214,022,000, of which approximately $60,201,000 had
been incurred as of December 31, 1999.

         In the  ordinary  course  of  business,  the  Company  has  outstanding
commitments to qualified  borrowers  that are not reflected in the  accompanying
consolidated  financial  statements.  These  commitments,  if  accepted  by  the
potential  borrowers,  obligate the Company to provide funding. The accepted and
unfunded  commitment  totaled  approximately  $108,165,000  at December 31, 1999
which includes both the Warehouse  Facility and the off-balance  sheet loan sale
facility.

Cash and Cash Equivalents

         At  December  31,  1999 and  1998,  the  Company  had  $46,011,592  and
$125,207,377,  (including  certificates of deposit of $2,007,540 at December 31,
1998), respectively,  invested in short-term,  highly-liquid investments such as
demand  deposits at  commercial  banks and money markets with less than a 30-day
maturity date. The decrease in the amount invested in short-term investments was
primarily  attributable to the Company investing in Properties,  Mortgage Loans,
and Secured Equipment Leases during 1999.

Liquidity Requirements

         The  Company  expects to meet its  short-term  liquidity  requirements,
other than for  acquisition  and  development  of Properties  and  investment in
Mortgage  Loans and Secured  Equipment  Leases,  through  cash flow  provided by
operating activities.  The Company believes that cash flow provided by operating
activities  will be  sufficient  to fund normal  recurring  operating  expenses,
regular debt service  requirements and  distributions  to  stockholders.  To the
extent that the  Company's  cash flow  provided by operating  activities  is not
sufficient  to meet such  short-term  liquidity  requirements  as a result,  for
example,  of unforeseen  expenses due to tenants  defaulting  under the terms of
their  lease  agreements,  the  Company  will use  borrowings  under its  Credit
Facility.

         Due to the fact that the Company  generally  leases its Properties on a
triple-net basis, meaning that tenants are generally required to pay all repairs
and maintenance,  property taxes,  insurance and utilities,  management does not
believe that working  capital  reserves are  necessary at this time.  Management
believes that the Properties are  adequately  covered by insurance.  The Company
has obtained contingent  liability and property coverage;  this insurance policy
is intended to reduce the  Company's  exposure in the unlikely  event a tenant's
insurance  policy  lapses  or is  insufficient  to cover a claim  relating  to a
Property.

         The   Company   expects   to  meet  its  other   short-term   liquidity
requirements,  including Property  acquisition and development and investment in
Secured Equipment Leases, with additional advances under its Credit Facility and
Secured Credit Facility.  The Company also intends to meet short-term  liquidity
requirements  through the use of its Warehouse  Facility to fund the acquisition
of Mortgage Loans, and use the proceeds from the subsequent  securitizations  of
these Mortgage Loans to repay the Warehouse Facility.

         The  Company  expects  to meet  its  long-term  liquidity  requirements
through  short or  long-term,  unsecured  or secured  debt  financing  or equity
financing.  As of  March  11,  2000,  the  Company's  only  long-term  liquidity
requirements  were the  maturities of its Mortgage  Warehouse  Facility in 2000,
Credit Facility in June 2002 and the Secured Credit Facility in October 2002.

         In addition, the management of APF has been in discussions with Bank of
America regarding a potential strategic  alliance.  Assuming an agreement can be
reached,  management of APF believes that this  strategic  alliance will provide
APF with an additional  source of capital on favorable terms. It is management's
desire to grow its ability to make triple-net lease and mortgage  financings and
to expand the financial services offered to the restaurant industry.

Distributions

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
generated cash from  operations  (which  includes cash received from tenants and
interest and other income  received,  less cash paid for operating  expenses) of
$307,261,214, $39,116,275 and $17,076,214, respectively. Based primarily on cash
from operations, the Company declared and paid distributions to its stockholders
of $60,078,825,  $39,449,149 and $16,854,297 during the years ended December 31,
1999, 1998 and 1997, respectively. In addition, on each of January 1, February 1
and March 1, 2000, the Company  declared  distributions  to its  stockholders of
$5,527,461,  payable in March 2000. For the years ended December 31, 1999,  1998
and 1997, approximately 97 percent, 85 percent and 93 percent,  respectively, of
the distributions received by stockholders were considered to be ordinary income
and  approximately  three percent,  15 percent and seven percent,  respectively,
were considered a return of capital for federal income tax purposes. However, no
amounts  distributed or to be distributed  to the  stockholders  as of March 11,
2000,  are  required  to be or have been  treated by the  Company as a return of
capital for purposes of calculating the  stockholders'  return on their invested
capital.

Amounts Due To Related Parties

         During the years ended  December 31, 1999,  1998 and 1997, and prior to
the  acquisition  of the Advisor (see  "Mergers") the Advisor and its affiliates
incurred  on  behalf  of  the  Company  $124,031,   $4,228,480  and  $2,351,244,
respectively,  for certain offering expenses, $579,206, $1,113,580 and $514,908,
respectively,  for certain acquisition  expenses,  and $4,438,798,  $924,683 and
$368,516,  respectively, for certain operating expenses. As of December 31, 1999
and  1998,   the  Company  owed  its  affiliates   $1,809,237  and   $1,608,670,
respectively,   for  such  amounts,  unpaid  fees  and  administrative  expenses
(including services for accounting; financial, tax and regulatory compliance and
reporting;  lease and loan compliance;  stockholder distributions and reporting;
due diligence and marketing;  and investor  relations) and for soliciting dealer
servicing  fees.  As of March 11,  2000,  the  Company had  reimbursed  all such
amounts.  In addition,  as of December 31, 1999,  the Company held an obligation
under a capital lease with an affiliate of  $8,817,692  relating to office space
occupied by the Company.

Terminated Mergers

         On March 11, 1999, the Company  entered into  agreements to acquire the
18 CNL Income  Funds whose  Properties  are  substantially  the same type as the
Company's.  In connection with these agreements,  the Company agreed to issue up
to 30.5 million Shares of common stock,  after  restatement  for the one-for-two
reverse stock split.  On June 3, 1999,  the general  partners,  on behalf of CNL
Income Funds XVII and XVIII, and the Company agreed that it would be in the best
interests  of CNL Income  Funds XVII and XVIII and the Company  that the Company
not  attempt to  acquire  CNL  Income  Funds XVII and XVIII in the  acquisition.
Therefore,  in June 1999, the Company entered into  termination  agreements with
CNL Income Funds XVII and XVIII.

         On March 1,  2000,  the  Company  announced  that it had  entered  into
termination agreements with the remaining 16 CNL Income Funds. This decision was
based on a number of factors  including,  concern of the general partners of the
CNL Income Funds that,  in light of the market  conditions  relating to publicly
traded real estate investment trusts generally ("REITS"), the potential value of
the transaction had diminished.  As a result of such  diminishment,  the general
partners' ability to unequivocally recommend voting for the transaction,  in the
exercise of their fiduciary duties, had become questionable.  Due to the general
partners' reluctance to recommend the transaction to the limited partners of the
CNL Income Funds, the Company believed that pursuing the transaction  without an
unequivocal  recommendation  of the CNL Income Funds' general partners would not
result in a favorable  vote,  and that  therefore the  continued  pursuit of the
acquisition  by  the  Company  would  not  be  in  the  best  interests  of  its
stockholders.  Furthermore, a primary objective of the Company for acquiring the
CNL Income Funds was to significantly increase its asset base for the purpose of
listing its Shares on the New York Stock Exchange and potentially,  by virtue of
size, create an institutional investor following. In light of the current market
conditions  relating  to  publicly  traded  REITS,  the  Company  believes  that
increasing  its size  would not  provide  it with such  following  and would not
provide the Company with access to capital on favorable terms. Therefore,  being
forced to list at this time,  which is a condition to closing the acquisition of
the CNL Income  Funds,  would not,  in the opinion of the  Company,  produce the
results the Company had initially  envisioned at the time the merger  agreements
were executed.

         On May 11,  1999,  four  limited  partners in several CNL Income  Funds
served a lawsuit  against the general  partners of the CNL Income  Funds and the
Company in connection  with the proposed  merger with the CNL Income  Funds.  On
July 8, 1999,  the  plaintiffs  amended the  complaint  to add three  additional
limited partners as plaintiffs. Additionally, on June 22, 1999 a limited partner
in certain of the CNL Income  Funds served a lawsuit  against the  Company,  the
Advisor,  certain of its affiliates and the CNL Income Funds in connection  with
the proposed merger.

         On September 23, 1999,  the judge  assigned to the two cases entered an
order  consolidating  the two cases.  Pursuant to this order the  plaintiffs  in
these cases filed a  consolidated  and  amended  complaint  on November 8, 1999.
Various  defendants,  including  the  Company,  filed a motion  to  dismiss  the
consolidated  complaint  on  December  28,  1999.  The  Company  and the general
partners of the CNL Income Funds believe that the lawsuits are without merit and
intend to defend vigorously against the claims.

                              Results of Operations

Revenues

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
earned $61,907,812, $33,129,661 and $15,490,615,  respectively, in rental income
from operating  leases and earned income from direct  financing leases from 661,
409 and 244 Properties, respectively, and 74, 35 and 29 Secured Equipment Leases
structured as leases,  respectively.  The increase during 1999 and 1998, each as
compared to the previous  year,  was  attributable  to the Company  investing in
additional  Properties  and Secured  Equipment  Leases during 1999 and 1998. The
increase in rental and earned  income was  slightly  offset by the fact that the
leases of 12 Boston Market  Properties  were rejected in 1998 in connection with
the tenants filing for bankruptcy, as described below.

         During 1998,  Boston Chicken,  Inc. and its  affiliates,  which at that
time leased 31 Boston  Market  Properties  from the  Company,  filed a voluntary
petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.
As a result of these  bankruptcy  filings,  the  tenants  had the legal right to
either  reject or affirm one or more of their  leases  with the  Company.  As of
March 11,  2000,  of the 28  Properties  remaining  in the  Company's  portfolio
relating to these tenants (excluding Properties sold), the Company had re-leased
five  Properties to new tenants,  had ceased  receiving  rental payments for six
Properties, the leases of which had been rejected and which remained vacant, and
continued to receive rental  payments for 17 Properties.  While the tenants have
not rejected or affirmed the remaining 17 leases, there can be no assurance that
some or all of  these  leases  will  not be  rejected  in the  future.  The lost
revenues  that would  result  from the six vacant  Properties  remaining  in the
portfolio  whose leases were  rejected and in the event the  remaining 17 leases
are  rejected  could  have an adverse  effect on the  liquidity  and  results of
operations  of the  Company,  if the  Company is unable to  re-lease or sell the
Properties in a timely manner.  Currently, the Company is actively marketing the
six  Properties  with rejected  leases to existing and  prospective  clients and
local and regional  restaurant  operators.  The Company recorded  provisions for
losses  relating  to some of these  vacant  Properties,  as  described  below in
"Provisions for Losses on Assets."

         The Company  earned  $6,651,774,  $3,085,518 and $2,010,500 in interest
income from  Mortgage  Loans and Secured  Equipment  Leases  structured as loans
during the years ended  December  31,  1999,  1998 and 1997,  respectively.  The
increase in interest  income from Mortgage  Loans and Secured  Equipment  Leases
during the years  ended  December  31,  1999 and 1998,  each as  compared to the
previous year, was attributable to the Company  investing in additional loans in
1999 and 1998.

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
earned $6,683,372,  $5,899,028 and $1,931,331,  respectively,  in investment and
interest  income from  investments  in  franchise  loan  certificates,  residual
interests  in loan sales,  money  market  accounts or other  short-term,  highly
liquid  investments.  The increase in investment and interest  income during the
years ended  December 31, 1999 and 1998,  each as compared to the previous year,
was primarily  attributable to the acquisition of certain investment  securities
and residual interests in securitizations during 1999 and 1998.

         Because the  Company  expects to  continue  to acquire  Properties  and
invest in  Mortgage  Loans and Secured  Equipment  Leases,  and because  certain
Properties  were under  construction  as of December 31, 1999,  revenues for the
year ended  December  31, 1999  represent  only a portion of revenues  which the
Company is expected to earn in future periods.

Expenses

         Operating expenses,  including  depreciation and amortization  expense,
were  $115,762,527,  $9,408,957  and $3,862,024 for the years ended December 31,
1999, 1998 and 1997, respectively . Total operating expenses increased primarily
as a result of a  $76,333,516  charge  related to the cost incurred in acquiring
the  Advisor  from a related  party  during  1999 (see  "Liquidity  and  Capital
Resources -  Mergers").  On  September  1, the Company  acquired the Advisor and
became  internally  managed.  Effective  September 1, 1999,  the  advisory  fee,
acquisition  fees and other fees  previously  paid to the Advisor were  replaced
with the  actual  personnel  and other  operating  costs  associated  with being
internally  managed.  Costs relating to acquisitions and development  activities
have  been  capitalized  in  accordance  with  generally   accepted   accounting
principles.

         The  increase in operating  expenses  for the years ended  December 31,
1999 and  1998 was also  partially  due to the fact  that the  Company  incurred
$6,798,803 and $157,054 in transaction costs during the years ended December 31,
1999 and 1998,  respectively,  related  to the  mergers  as  described  above in
"Liquidity and Capital Resources - Terminated Mergers." In addition, the Company
invested in additional  Properties,  Mortgage Loans and Secured Equipment Leases
during  1999  and  1998,  which  resulted  in  increased  depreciation  expense.
Depreciation  expense  is  expected  to  increase  as  the  Company  invests  in
additional Properties and Mortgage Loans. In addition, the increase in operating
expenses  during 1999 as compared to 1998 and 1997,  is a result of the increase
in the level of  borrowings  during 1999 to invest in  Properties  and  Mortgage
Loans,  which  resulted  in  incurring  approximately  $11  million in  interest
expense. During 1998 and 1997, all interest costs were capitalized.

Loss on Sale of Assets

         As a result  of the  sale of  certain  assets,  as  described  above in
"Liquidity and Capital  Resources"  the Company  recognized a loss of $1,851,838
during 1999. No gains or losses were recorded for financial  reporting  purposes
relating  to the sale of assets  during the years  ended  December  31, 1998 and
1997.

Provisions for Losses on Assets

         During the years ended December 31, 1999 and 1998, the Company recorded
provisions for losses on land,  buildings and direct  financing  leases totaling
$7,779,195 and $611,534,  respectively,  for financial reporting  purposes.  The
tenants  of these  Properties  experienced  financial  difficulties  and  ceased
payment  of rents  under the terms of their  lease  agreements.  The  allowances
represent  the  difference  between  the  carrying  value of the  Properties  at
December  31, 1999 and 1998 and the  estimated  net  realizable  value for these
Properties. No provisions were recorded at December 31, 1997.

Summary of New Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities." The Statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other  contracts   (collectively,   referred  to  as
derivatives), and for hedging activities. The Statement requires the recognition
of all  derivatives  as either  assets or  liabilities  in the balance sheet and
measurement  of those  instruments  at fair value.  In June 1999,  the Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 137,  "Accounting  for  Derivative  Instruments  and Hedging  Activities  --
Deferral of the Effective  Date of FASB  Statement No. 133, an Amendment of FASB
Statement No. 133." Statement No. 137 defers the effective date of Statement No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities" for one
year.  Statement No. 133, as amended is now effective for all fiscal quarters of
all fiscal  years  beginning  after June 15,  2000.  The Company will adopt this
statement in the third quarter of 2000. The Company does not expect the adoption
of this statement to have a material impact on the financial statements.

                          Overview of Year 2000 Problem

         The year 2000  problem  concerned  the  inability  of  information  and
non-information   technology   systems  to   properly   recognize   and  process
date-sensitive  information  beyond  January 1, 2000.  The failure to accurately
recognize  the year 2000 could have  resulted in a variety of problems from data
miscalculations to the failure of entire systems.

Status

         Prior to the acquisition of CNL Fund Advisors,  Inc. (the "Advisor") by
the  Company  in   September   1999,   the  Company  had  no   information   and
non-information  technology  systems.  Upon the acquisition of the Advisor,  the
Company acquired the information and  non-information  technology systems of the
Advisor.  In early  1998,  the  Advisor  and its  affiliates  formed a year 2000
committee  ("the Y2K Team") that assessed the readiness of any systems that were
date  sensitive and completed  upgrades for the hardware  equipment and software
that were not year 2000 compliant, as necessary. The cost for these upgrades was
approximately  $5,000. The Company does not expect to incur any additional costs
in connection with the year 2000 remedial  measures.  In addition,  the Y2K Team
requested and received  certifications  of compliance  from other companies with
which the Company and its affiliates have material third party relationships.

         In assessing the risks presented by the year 2000 problem, the Y2K Team
identified   potential  worst  case  scenarios   involving  the  future  of  the
information  and  non-information  technology  systems  used  by  the  Company's
transfer agent,  financial institutions and tenants. As of January 14, 2000, the
Company  and its  affiliates  had tested  the  information  and  non-information
technology  systems  used by the  Company  and  have  not  experienced  material
disruption or other significant problems. In addition, as of March 11, 2000, the
Company was not aware of any material year 2000 problems relating to information
and  non-information  technology systems of third parties with which the Company
maintains  material  relationships,  including  those of the Company's  transfer
agent,  financial  institutions  and  tenants.  In  addition,  in the  Company's
interactions with its transfer agent,  financial  institutions and tenants,  the
systems of these third  parties have  functioned  normally.  Until the Company's
first  distribution  in 2000 and the delivery of the information by the transfer
agent to  stockholders  in early 2000,  the Company will continue to monitor the
year 2000  compliance  of the  transfer  agent.  In  addition,  the Company will
continue  to monitor  the systems  used by and to  maintain  contact  with third
parties with which the Company has material  relationships  with respect to year
2000  compliance  and any year 2000 issues  that may arise at a later date.  The
Company will develop  contingency  plans relating to ongoing year 2000 issues at
the time that such issues are identified and such plans are deemed necessary.

         Based on the  information  provided to the Y2K Team,  the  upgrades and
remedial measures by the Company and its affiliates,  and the normal functioning
to  date of  information  and  non-information  technology  systems  used by the
Company and those third parties,  the Company does not foresee significant risks
associated with its year 2000 compliance at this time. However,  there can be no
assurance that the Company and its affiliates or any third parties will not have
ongoing year 2000 issues that may have adverse effects on the Company.

           Quantitative and Qualitative Disclosures About Market Risk

         The  Company  has  provided  fixed rate  Mortgage  Loans and  equipment
financing to borrowers. The Company has also invested in Certificates with fixed
and adjustable rates.  Management  believes that the estimated fair value of the
Mortgage  Loans,  equipment  financing  and  Certificates  at December  31, 1999
approximated the outstanding principal amounts. The Company is exposed to equity
loss in the event of changes in interest rates.

    Additional information related to this item is incorporated by reference
                           from "Interest Rate Risk."

                           Forward Looking Statements

         The  information  in  this  Management's  Discussion  and  Analysis  of
Financial Conditions and Results of Operations,  including,  without limitation,
the Overview Year 2000 Problem  disclosure and the  Quantitative and Qualitative
Disclosures   About  Market  Risk  that  are  not  historical   facts,   may  be
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and  Section  21E of the  Securities  Exchange  Act of  1934.  These
statements  generally are  characterized  by the use of terms such as "believe,"
"expect"  and  "may."  Although  the  Company  believes  that  the  expectations
reflected  in  such   forward-looking   statements  are  based  upon  reasonable
assumptions, the Company's actual results could differ materially from those set
forth  in the  forward-looking  statements.  Factors  that  might  cause  such a
difference  include:  changes in general  economic  conditions,  changes in real
estate  conditions,  availability of capital from borrowings under the Company's
credit  facilities,   the  availability  of  other  debt  and  equity  financing
alternatives,  increases in interest rates under the Company's  Credit Facility,
Mortgage  Warehouse  Facility,  Secured Credit Facility and under any additional
variable rate debt arrangements that the Company may enter into the future,  the
ability  of the  Company  to  refinance  amounts  outstanding  under its  credit
facility at  maturity  on terms  favorable  to the  Company,  the ability of the
Company to locate suitable  tenants for its restaurant  properties and borrowers
for its mortgage  loans,  the ability of tenants and  borrowers to make payments
under their respective  leases,  secured equipment leases or mortgage loans, the
ability of the Company to re-lease  properties that are currently vacant or that
become vacant, and the ability of the Company to securitize  mortgage loans on a
favorable and timely basis. Given these uncertainties, readers are cautioned not
to place undue reliance on such statements.

Item 7a.   Quantitative and Qualitative Disclosures About Market Risk

         This information is described above in Item 7. Management's  Discussion
and Analysis of Financial Condition and Results of Operations.



<PAGE>







               Report of Independent Certified Public Accountants



To the Board of Directors and Stockholders of
CNL American Properties Fund, Inc.


In our opinion, the consolidated financial statements listed in the accompanying
index appearing under item 14(a)1 present fairly, in all material respects,  the
financial   position  of  CNL  American   Properties   Fund,  Inc.  (a  Maryland
corporation) and its subsidiaries at December 31, 1999 and 1998, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally  accepted in the United  States.  In  addition,  in our  opinion,  the
financial  statement  schedules listed in the accompanying index appearing under
item 14(a)2 present fairly, in all material respects,  the information set forth
therein  when  read in  conjunction  with  the  related  consolidated  financial
statements.  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 of these statements in
accordance  with auditing  standards  generally  accepted in the United  States,
which 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,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.




Orlando, Florida
February 12 except for Note 16 for which the date is March 1, 2000




<PAGE>

                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                              1999                    1998
                                                                         ---------------         ---------------
<S> <C>
ASSETS

Land, buildings and equipment on operating leases, less
    accumulated depreciation and allowance for loss                      $ 681,210,344            $ 393,339,334
Net investment in direct financing  leases,  less allowance for            145,743,195               91,675,650
loss
Mortgage loans held for sale                                                63,466,474                       --
Mortgage notes receivable                                                           --               19,631,693
Equipment and other notes receivables                                       42,748,420               19,377,380
Other investments                                                           75,806,738               18,208,554
Cash and cash equivalents                                                   46,011,592              123,199,837
Receivables, less allowance for doubtful accounts
    of $2,660,069 and $1,069,024, respectively                               3,329,557                  526,650
Accrued rental income                                                        8,116,794                3,959,913
Due from related parties                                                     1,315,721                       --
Goodwill, less accumulated amortization                                     45,013,556                       --
Intangibles and other assets                                                25,430,402               10,433,002
                                                                       ----------------        -----------------

                                                                        $1,138,192,793            $ 680,352,013
                                                                       ================        =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Line of credit                                                           $ 248,000,000             $ 10,143,044
Note payable                                                               140,504,000                       --
Mortgage warehouse facility                                                 30,749,540                       --
Accrued construction costs payable                                          17,566,758                4,170,410
Accounts payable and accrued expenses                                        8,833,695                1,035,436
Due to related parties                                                      10,626,929                1,608,670
Other payables                                                               8,700,414                2,302,350
                                                                       ----------------        -----------------
       Total liabilities                                                   464,981,336               19,259,910
                                                                       ----------------        -----------------

Minority interests                                                             997,353                  281,817
                                                                       ----------------        -----------------

Commitments and Contingencies (Note 15)

Stockholders' equity:
    Preferred stock, without par value.  Authorized
       and unissued 3,000,000 Shares                                                 --                        --
    Excess Shares, $0.01 par value per share.
       Authorized and unissued 78,000,000 Shares                                     --                        --
    Common stock, $0.01 par value per share.  Authorized
       62,500,000 Shares, issued 43,533,221 and 37,372,684
       Shares, respectively, outstanding 43,495,919 and
       37,337,927 Shares, respectively                                         434,958                  373,379
    Capital in excess of par value                                         791,418,955              669,983,438
    Accumulated other comprehensive loss                                      (177,119 )                     --
    Accumulated distributions in excess of net earnings                   (119,462,690 )             (9,546,531 )
                                                                       ----------------        -----------------
       Total stockholders' equity                                          672,214,104              660,810,286
                                                                       ----------------        -----------------

                                                                        $1,138,192,793            $ 680,352,013
                                                                       ================        =================

</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                     1999                 1998                 1997
                                                                 --------------       --------------       -------------
<S> <C>
Revenues:
    Rental income from operating leases                          $ 49,755,374         $ 26,688,864        $ 12,457,200
    Earned income from direct financing leases                     12,152,438            6,440,797           3,033,415
    Interest income from mortgage loans,
       equipment and other notes receivables                        6,651,774            3,085,518           2,010,500
    Investment and interest income                                  6,683,372            5,899,028           1,931,331
    Other income                                                      257,639               72,830              25,487
                                                               ---------------      ---------------      --------------
                                                                   75,500,597           42,187,037          19,457,933
                                                               ---------------      ---------------      --------------
Expenses:
    General operating and administrative                            8,829,861            2,798,481           1,010,725
    Interest expense                                               10,205,197                   --                  --
    Asset management fees to related party                          2,343,307            1,851,004             804,879
    State and other taxes                                             905,700              548,320             251,358
    Depreciation and amortization                                  10,346,143            4,054,098           1,795,062
    Transaction costs                                               6,798,803              157,054                  --
    Advisor acquisition expense                                    76,333,516                   --                  --
                                                               ---------------      ---------------      --------------
                                                                  115,762,527            9,408,957           3,862,024
                                                               ---------------      ---------------      --------------

Earnings/(Losses) Before Minority Interest in Income
    of Consolidated Joint Ventures, Equity in Earnings
    of Unconsolidated Joint Venture, Loss on
    Sale of Assets and Provision for Losses on Assets             (40,261,930 )         32,778,080          15,595,909

Minority Interest in Income of
    Consolidated Joint Ventures                                       (41,678 )            (30,156 )           (31,453 )

Equity in Earnings of Unconsolidated Joint Venture                     97,307               16,018                  --

Loss on Sale of Assets                                             (1,851,838 )                 --                  --

Provision for Losses on Assets                                     (7,779,195 )           (611,534 )                --
                                                               ---------------      ---------------      --------------

Net Earnings/(Loss)                                             $ (49,837,334 )       $ 32,152,408        $ 15,564,456
                                                               ===============      ===============      ==============

Earnings/(Loss) Per Share of Common
    Stock (Basic and Diluted)                                      $    (1.26 )          $    1.21           $    1.33
                                                               ===============      ===============      ==============

Weighted Average Number of Shares
    of Common Stock Outstanding                                    39,402,941           26,648,219          11,711,934
                                                               ===============      ===============      ==============

</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

                  Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                                        Accumulated     Accumulated
                                                                        distributions      other
                                    Common stock        Capital in       in excess        compre-
                                 Number        Par       excess of         of net         hensive                      Comprehensive
                               of Shares      value      par value        earnings      income (loss)   Total          income (loss)
                               -----------  ---------- --------------   -------------   -------------  -------------   -------------
<S> <C>
Balance at December 31, 1996    6,972,358    $ 69,723   $123,757,653     $  (959,949 )      $     --   $122,867,427      $      --

Subscriptions received for com-
    mon stock through public
    offerings and distribution 11,124,128     111,242    222,371,318              --              --    222,482,560             --
    reinvestment plan

Stock issuance costs                   --          --    (22,422,045 )            --              --    (22,422,045 )           --

Net earnings                           --          --             --      15,564,456              --     15,564,456             --

Distributions declared and
    paid ($1.49 per share)             --          --             --     (16,854,297 )            --    (16,854,297 )           --
                               -----------  ---------- --------------   -------------   -------------  -------------   -------------

Balance at December 31, 1997   18,096,486     180,965    323,706,926      (2,249,790 )            --    321,638,101             --

Subscriptions received for com-
    mon stock through public
    offerings and distribution 19,276,198     192,762    385,331,204              --              --    385,523,966             --
    reinvestment plan

Retirement of common stock        (34,757 )      (348 )     (639,180 )            --              --       (639,528 )           --

Stock issuance costs                   --          --    (38,415,512 )            --              --    (38,415,512 )           --

Net earnings                           --          --             --      32,152,408              --     32,152,408             --

Distributions declared and
    paid ($1.52 per share)             --          --             --     (39,449,149 )            --    (39,449,149 )           --
                               -----------  ---------- --------------   -------------   -------------  -------------   -------------

Balance at December 31, 1998   37,337,927     373,379    669,983,438      (9,546,531 )            --    660,810,286             --

Subscriptions received for
    common stock through
    public offering                10,537         105        210,631              --              --        210,736             --

Stock issuance costs                   --          --     (1,662,749 )            --              --     (1,662,749 )           --

Common stock issued
    through merger              6,150,000      61,500    122,938,500              --              --    123,000,000             --

Net loss                               --          --             --     (49,837,334 )            --    (49,837,334 )  (49,837,334)

Other comprehensive loss,
    market revaluation on
    available for sale
    securities                         --          --             --              --        (177,119 )     (177,119 )     (177,119)

Retirement of common stock         (2,545 )       (26 )      (50,865 )            --              --        (50,891 )           --

Distributions declared and
    paid ($1.52 per share)             --          --             --     (60,078,825 )            --    (60,078,825 )           --
                               -----------  ---------- --------------   -------------   -------------  -------------   -------------

Balance at December 31, 1999   43,495,919   $ 434,958   $791,418,955    $(119,462,690)   $  (177,119 ) $672,214,104    $(50,014,453)
                               ===========  ========== ==============   =============   =============  =============   =============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                        Year Ended December 31,
                                                                            1999                  1998                1997
                                                                        --------------        -------------       --------------
<S> <C>
Cash Flows from Operating Activities:

      Net earnings/(Loss)                                              $ (49,837,334 )        $32,152,408          $15,564,456
                                                                      ---------------       --------------       --------------
      Adjustments to reconcile  net  earnings to net cash
         provided by operating activities:
             Depreciation                                                  8,670,140            4,042,290            1,784,268
             Amortization                                                  1,676,003               11,808               10,794
             Advisor acquisition expense                                  76,333,516                   --                   --
             Provision for losses on assets                                7,779,195              611,534                   --
             Provision for uncollectible mortgage notes                      988,561              636,614                   --
             Provision for uncollectible equipment
                notes receivable                                           1,000,000                   --                   --
             Valuation allowance                                             551,011                   --                   --
             Loss on sale of assets                                        1,851,837                   --                   --
             Equity in earnings of joint venture,
                net of distributions                                          28,503              (15,440 )                 --
             Proceeds from sale of loans                                 294,227,564                   --                   --
             Proceeds from securitization transaction                    257,812,474                   --                   --
             Purchase of other investments                               (31,247,213 )                 --                   --
             Investment in mortgage notes receivable                    (266,302,331 )                 --                   --
             Collection on mortgage notes receivable                       2,072,604                   --                   --
             Decrease (increase) in receivables                           (5,296,996 )            262,958             (905,339 )
             Decrease in net investment in direct financing leases         3,529,960            1,971,634            1,130,095
             Increase in accrued rental income                            (4,156,881 )         (2,187,652 )         (1,350,185 )
             Increase in intangibles and other assets                       (859,829 )            (29,477 )             (6,869 )
             Increase in accounts payable and accrued expenses             5,805,586              404,161              153,223
             Increase in due to related parties, excluding
                reimbursement of acquisition and stockstock issuance
                issuance costs paid on behalf of the Company                 958,461               31,255               15,466
             Increase in rents paid in advance                               203,974              436,843              398,528
             Increase in deferred rental income                            2,865,041              693,372              221,727
             Increase (decrease) in other payables                        (1,434,310 )             63,811               28,597
             Increase in minority interest                                    41,678               30,156               31,453
                                                                      ---------------       --------------       --------------
                   Total adjustments                                     357,098,548            6,963,867            1,511,758
                                                                      ---------------       --------------       --------------

Net Cash Provided by Operating Activities                                307,261,214           39,116,275           17,076,214
                                                                      ---------------       --------------       --------------

   Cash Flows from Investing Activities:
      Additions to land and buildings on operating leases               (286,411,210 )       (200,101,667 )       (143,542,667 )
      Investment in direct financing leases                              (63,663,720 )        (47,115,435 )        (39,155,974 )
      Proceeds from sale of assets                                         7,555,199            2,385,941            7,251,510
      Investment in mortgage notes receivable                             (4,041,427 )         (2,886,648 )         (4,401,982 )
      Collection on mortgage notes receivable                                393,468              291,990              250,732
      Investment in equipment notes receivable                           (26,963,918 )         (7,837,750 )        (12,521,401 )
      Collection on equipment notes receivable                             3,500,599            1,263,633                   --
      Investment in joint venture                                           (187,452 )           (974,696 )                 --
      Purchase of other investments                                               --          (16,083,055 )                 --
      Redemption of (investment in) certificates of deposit                2,000,000                   --           (2,000,000 )
      Increase in intangibles and other assets                            (1,862,036 )         (6,281,069 )                 --
                                                                      ---------------       --------------       --------------
             Net cash used in investing activities                      (369,680,497 )       (277,338,756 )       (194,119,782 )
                                                                      ---------------       --------------       --------------
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                                        Year Ended December 31,
                                                                            1999                  1998                1997
                                                                        --------------        -------------       --------------
<S> <C>
   Cash Flows from Financing Activities:
      Reimbursement of acquisition and stock
         issuance costs paid by related parties on
         behalf of the Company                                            (1,492,310 )         (4,574,925 )         (2,857,352 )
      Proceeds  from  borrowings  on line  of  credit  and  note         439,941,245            7,692,040           19,721,804
payable
      Payment on line of credit                                          (61,580,289 )             (8,039 )        (20,784,577 )
      Proceeds from borrowings on mortgage warehouse facility             27,101,067                   --                   --
      Payments on mortgage warehouse facility                           (352,808,966 )                 --                   --
      Contribution from minority interest of
         consolidated joint venture                                          740,621                   --                   --
      Subscriptions received from stockholders                               210,736          385,523,966          222,482,560
      Retirement of Shares of common stock                                   (50,891 )           (639,528 )                 --
      Distributions to minority interest                                     (66,763 )            (34,073 )            (34,020 )
      Distributions to stockholders                                      (60,078,825 )        (39,449,149 )        (16,854,297 )
      Payment of stock issuance costs                                       (737,190 )        (34,579,650 )        (19,542,862 )
      Payment of loan costs                                               (5,947,397 )                 --                   --
      Other                                                                       --              (95,101 )             49,001
                                                                      ---------------       --------------       --------------
             Net cash provided by/used for financing activities          (14,768,962 )        313,835,541          182,180,257
                                                                      ---------------       --------------       --------------

Net Increase (Decrease) in Cash and Cash Equivalents                     (77,188,245 )         75,613,060            5,136,689

Cash and Cash Equivalents at Beginning of Year                           123,199,837           47,586,777           42,450,088
                                                                      ---------------       --------------       --------------

Cash and Cash Equivalents at End of Year                                $ 46,011,592        $ 123,199,837          $47,586,777
                                                                      ===============       ==============       ==============

Supplemental Schedule of Non-Cash Investing
   and Financing Activities:

      Related parties  paid  certain  acquisition  and stock
         issuance  costs on behalf of the Company as follows:
             Acquisition costs                                           $   579,206          $ 1,113,580           $  514,908
             Stock issuance costs                                            124,031            4,228,480            2,351,244
                                                                      ---------------       --------------       --------------

                                                                         $   703,237          $ 5,342,060          $ 2,866,152
                                                                      ===============       ==============       ==============

      Capital lease obligation incurred for the lease
         of the Company's office space and furniture                    $ 10,056,645              $    --              $    --
                                                                      ===============       ==============       ==============
</TABLE>

         Detail of Acquisitions:

         During the year ended December 31, 1999,  the Company issued  3,800,000
         Shares of common stock  ($76,000,000)  to acquire the net assets of CNL
         Fund Advisors, Inc. and its subsidiary.  During the year ended December
         31,  1999,  the Company  also issued  2,350,000  Shares of common stock
         ($47,000,000) to acquire the net assets of CNL Financial Services, Inc.
         and CNL Financial Corporation and its subsidiaries.


          See accompanying notes to consolidated financial statements.

<PAGE>

                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies:

         CNL American  Properties Fund, Inc. was organized in Maryland on May 2,
         1994 and is a self-administered  real estate investment trust ("REIT").
         The term "Company" includes, unless the context otherwise requires, CNL
         American   Properties   Fund,   Inc.   and  its  direct  and   indirect
         subsidiaries.  These  subsidiaries  include  CNL APF  Partners,  LP,  a
         Delaware limited  partnership  formed in May 1998, and CNL APF GP Corp.
         and CNL APF LP Corp., the general and limited partner, respectively, of
         CNL APF  Partners,  LP. As a result of the merger on  September 1, 1999
         (see  Note  12),  the  Company's  subsidiaries  also  include  CNL Fund
         Advisors,  Inc.,  CNL  Financial  GP Holding  Corp.,  CNL  Financial LP
         Holding,  LP,  CNL  Financial  Services  GP  Corp.  and  CNL  Financial
         Services, LP. The Company offers financial,  development,  advisory and
         other real  estate  services to  operators  of  selected  national  and
         regional fast food, family-style and casual dining restaurant chains.

         Principles of  Consolidation - The Company  accounts for its 85.47% and
         73.43%  interests  in  CNL/Corral  South Joint  Venture and  CNL/Chevys
         Annapolis Joint Venture, respectively,  using the consolidation method.
         Minority  interests  represent  the minority  joint  venture  partners'
         proportionate  share of the equity in the Company's  consolidated joint
         ventures.  All significant  intercompany balances and transactions have
         been  eliminated.  The  Company  accounts  for its 59.22%  interest  in
         CNL/Lee Vista Joint  Venture using the equity method  because it Shares
         control with the other joint venture partner.

         At December 31, 1999 and 1998,  the  difference  between the  Company's
         carrying  amount of its  investment in joint venture and the underlying
         equity in net assets of the joint  venture was  $75,954  and  $104,698,
         respectively,  less  accumulated  amortization  of $2,899  and  $1,013,
         respectively.  This amount is being amortized on a straight-line  basis
         over 30 years, the term of the joint venture agreement.

         Real Estate and Lease  Accounting - The Company records the acquisition
         of land,  buildings and equipment at cost,  including  acquisition  and
         closing costs. In addition, interest costs incurred during construction
         are  capitalized.  Land and  buildings  are leased to  unrelated  third
         parties generally on a triple-net basis, which means that the tenant is
         responsible  for  all  operating  expenses  relating  to the  Property,
         including  property  taxes,  insurance,  maintenance  and  repairs.  In
         addition,  the Company  offers  equipment  financing  through leases or
         loans.  The property leases and secured  equipment leases are accounted
         for using either the direct  financing or the  operating  method.  Such
         methods are described below:


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies - Continued:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset) (see Note 3).  Unearned  income is deferred
                  and  amortized to income over the lease terms so as to produce
                  a  constant  periodic  rate of  return  on the  Company's  net
                  investment in the leases.

                  Operating method - Land, building and secured equipment leases
                  accounted for using the operating method are recorded at cost,
                  revenue is recognized  as rentals are earned and  depreciation
                  is charged to operations as incurred.  Buildings and equipment
                  are  depreciated  on  the  straight-line   method  over  their
                  estimated  useful lives of 30 and seven  years,  respectively.
                  When scheduled  rentals  (including  rental payments,  if any,
                  required  during the  construction  of a Property) vary during
                  the lease term, income is recognized on a straight-line  basis
                  so as to produce a constant  periodic rent over the lease term
                  commencing on the date the property is placed in service.

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled  rental  payments  to date.  In  contrast,  deferred
                  rental  income  represents  the  aggregate  amount  of  rental
                  payments  to  date  (including   rental  payments  due  during
                  construction  and  prior  to  the  property  being  placed  in
                  service)  in excess of income  recognized  on a  straight-line
                  basis over the lease term  commencing on the date the property
                  is placed in service.

         When the  properties  or  equipment  are  sold,  the  related  cost and
         accumulated  depreciation  for operating  leases and the net investment
         for direct financing leases, plus any accrued rental income or deferred
         rental  income,  will be  removed  from the  accounts  and any gains or
         losses from sales will be reflected in operations.  Management  reviews
         its   properties  for   impairment   whenever   events  or  changes  in
         circumstances  indicate that the carrying  amount of the assets may not
         be recoverable  through  operations.  Management  determines whether an
         impairment  in value has occurred by  comparing  the  estimated  future
         undiscounted cash flows,  including the residual value of the property,
         with the carrying cost of the individual property.  If an impairment is
         indicated, the assets are adjusted to their fair value.

         Mortgage  Loan  Origination  Fees and Costs - The Company  accounts for
         loan  origination  fees and costs incurred in connection  with mortgage
         loans,   equipment  and  other  notes  receivable  in  accordance  with
         Statement of Financial  Accounting  Standards No. 91,  "Accounting  for
         Nonrefundable Fees and Costs Associated with Originating or Acquiring


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies - Continued:

         Loans and Initial Direct Costs of Leases." This statement  requires the
         deferral of loan origination fees and the capitalization of direct loan
         costs. The costs capitalized,  net of the fees deferred,  are amortized
         to  interest  income  as an  adjustment  of yield  over the life of the
         loans.  Loan  origination fees and costs related to mortgage loans held
         for sale are deferred until the related loan is sold.

         The unpaid principal and accrued  interest on the mortgage loans,  plus
         the unamortized balance of such fees and costs are included in mortgage
         loans held for sale (see Note 4). The  valuation  allowance on mortgage
         notes is  established  whenever it appears  that future  collection  of
         principal on specific  mortgage notes appears  doubtful.  The valuation
         allowance  on mortgage  notes  represents  the  difference  between the
         carrying value at December 31 and the net realizable  value  management
         expects to receive relating to the mortgage loan.

         Other   Investments   -  The   Company   determines   the   appropriate
         classification  of  other  investments  at the  time  of  purchase  and
         re-evaluates  such designation at each balance sheet date.  Investments
         classified  as held to  maturity  are carried at their  amortized  cost
         (which approximates market value).  Investments classified as available
         for sale  securities are stated at fair market value.  The market value
         adjustment is included in the  accumulated  other  comprehensive  loss.
         Investments  classified as trading securities are recorded at the lower
         of  cost or  market,  using  the  aggregate  loan  basis.  The  Company
         recognizes interest income using the effective interest method.

         Cash and Cash  Equivalents  - The Company  considers  all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at  commercial  banks,  money  market funds (some of which are
         backed by  government  securities)  and  certificates  of deposit (with
         maturities of three months or less when  purchased).  Cash  equivalents
         are stated at cost plus accrued  interest,  which  approximates  market
         value.

         Cash accounts maintained on behalf of the Company in demand deposits at
         commercial  banks,  money market funds and  certificates of deposit may
         exceed  federally  insured  levels;   however,   the  Company  has  not
         experienced any losses in such accounts.  The Company limits investment
         of cash to financial institutions with high credit standing; therefore,
         management believes it is not exposed to any significant credit risk on
         cash and cash equivalents.




<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies - Continued:

         Derivative   Financial   Instruments  -  The  Company  uses  derivative
         financial instruments to manage interest rate exposures that exist as a
         part of its ongoing  business  operations.  The portfolio of fixed-rate
         mortgage  loans held for sale  through  securitization  is funded on an
         interim  basis  by  the  Company's  variable  rate  mortgage  warehouse
         facility.  The Company hedges against  fluctuations  in interest rates.
         The Company does not hold or issue derivative financial instruments for
         speculative  trading  purposes.  The instruments used are interest rate
         contracts.  The  Company  intends to  terminate  these  contracts  upon
         securitization of the fixed-rate mortgage loans. At this time, both the
         gain or  loss on the  sale  of the  loans  and the  gain or loss on the
         termination  of the  interest  rate  contracts  will  be  measured  and
         recognized in the statement of operations.

         The  Company   would  be  exposed  to  credit  loss  in  the  event  of
         nonperformance  by the  counterparties  to the interest rate contracts.
         The Company  minimizes  its credit risk on these  transactions  by only
         dealing  with  leading,   creditworthy   financial   institutions  and,
         therefore, does not anticipate nonperformance.

         Servicing   Rights  -  The  Company   securitizes  its  mortgage  notes
         receivable. Concurrent with these securitizations, the servicing rights
         related to these securitized  mortgage notes receivable were granted to
         CNL Financial  Services,  LP (CFS),  a subsidiary  of the Company.  CFS
         receives a percentage,  based on monthly maximum outstanding  balances,
         annually in exchange  for  servicing  the  securitized  mortgage  notes
         receivable.   The  outstanding   principal   balance  of  the  serviced
         securitized  mortgage notes  receivable was $533,416,784 as of December
         31, 1999.

         CFS also has  servicing  rights  to loans  sold  through  its loan sale
         facility.  CFS  receives a  percentage,  based on either  aggregate  or
         maximum  monthly  outstanding   balances,   annually  in  exchange  for
         servicing the loan sale facility.  The outstanding principal balance of
         the loan sale facility was $169,185,574 as of December 31, 1999.

         Goodwill - Goodwill  represents  the excess  purchase price and related
         costs over the fair value assigned to the net assets/liabilities of CNL
         Financial  Services,   Inc.  and  CNL  Financial  Corporation  and  its
         subsidiaries  acquired on September 1, 1999 (see Note 14).  Goodwill is
         amortized on a straight-line  basis over 20 years.  The Company reviews
         goodwill  for  impairment  in  accordance  with  Statement of Financial
         Accounting   Standards  No.  121  "Accounting  for  the  Impairment  of
         Long-Lived Assets and for Long-



<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies - Continued:

         Lived Assets to be Disposed Of." The measurement of possible impairment
         is based  primarily  on the  ability  to  recover  the  balance  of the
         goodwill from expected  future  operating cash flows on an undiscounted
         basis.  In  management's  opinion,  no  material  impairment  exists at
         December 31, 1999.

         Loan Costs - Intangibles  and other assets  include loan costs incurred
         in  connection  with  the  Company's  line of  credit  that  have  been
         capitalized  and  are  being  amortized  over  the  term  of  the  loan
         commitment  using  the  straight-line  method  which  approximates  the
         effective  interest method.  Income or expense associated with interest
         rate swap agreements related to the line of credit is recognized on the
         accrual  basis as earned or incurred  through an adjustment to interest
         expense. Loan costs are included in intangibles and other assets in the
         financial statements. As of December 31, 1999 and 1998, the Company had
         aggregate gross loan costs of $6,048,031 and $100,634, respectively. As
         of  December  31,  1999  and  1998,  accumulated  amortization  totaled
         $977,789 and $88,000, respectively.

         Income  Taxes - The  Company has made an election to be taxed as a REIT
         under Sections 856 through 860 of the Internal Revenue Code of 1986, as
         amended,  and related  regulations.  The Company  generally will not be
         subject to federal  corporate  income taxes on amounts  distributed  to
         stockholders,  providing it distributes at least 95 percent of its REIT
         taxable income and meets certain other requirements for qualifying as a
         REIT.

         Accordingly, no provision for federal income taxes has been made in the
         accompanying  consolidated  financial  statements.  Notwithstanding the
         Company's  qualification for taxation as a REIT, the Company is subject
         to certain state taxes on its income and property.

         Earnings Per Share - Basic earnings per share are calculated based upon
         net earnings (income available to common  stockholders)  divided by the
         weighted  average number of Shares of common stock  outstanding  during
         the  reporting  period.  The  Company  does not  have  any  potentially
         dilutive common Shares.

         Change in Method of  Reporting  - The  Company  changed  the  method of
         reporting  cash flows from the  direct to the  indirect  method for the
         fiscal year ended December 31, 1999.  The financial  statements for the
         prior  periods   presented  have  been  restated  to  conform  to  this
         presentation.




<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


1.       Significant Accounting Policies - Continued:

         Use of  Estimates  -  Management  of the  Company  has made a number of
         estimates  and  assumptions  relating  to the  reporting  of assets and
         liabilities and the disclosure of contingent  assets and liabilities to
         prepare  these  financial   statements  in  conformity  with  generally
         accepted accounting principles.  Actual results could differ from those
         estimates.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements   have  been   reclassified   to   conform   with  the  1999
         presentation.  These  reclassifications  had no effect on stockholders'
         equity or net earnings.

         New  Accounting  Standards  - In June 1998,  the  Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         133,  "Accounting for Derivative  Instruments and Hedging  Activities."
         The  Statement  establishes  accounting  and  reporting  standards  for
         derivative   instruments,   including  certain  derivative  instruments
         embedded in other contracts  (collectively referred to as derivatives),
         and for hedging  activities.  The statement requires the recognition of
         all  derivatives  as either assets or  liabilities in the balance sheet
         and  measurement of those  instruments at fair value. In June 1999, the
         Financial  Accounting  Standards  Board  issued  Statement of Financial
         Accounting  Standards No. 137,  "Accounting for Derivative  Instruments
         and  Hedging  Activities  --  Deferral  of the  Effective  Date of FASB
         Statement No. 133, an Amendment of FASB  Statement No. 133."  Statement
         No. 137 defers the effective date of Statement No. 133, "Accounting for
         Derivative  Instruments and Hedging Activities" for one year. Statement
         No. 133,  as amended is now  effective  for all fiscal  quarters of all
         fiscal years beginning after June 15, 2000. The Company will adopt this
         statement in the third quarter of 2000. The Company does not expect the
         adoption of this  statement to have a material  impact on the financial
         statements.




<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


2.       Land, Buildings and Equipment on Operating Leases:

         Land,  buildings  and  equipment on operating  leases  consisted of the
         following at December 31:
<TABLE>
<CAPTION>

                                                                    1999                     1998
                                                              ------------------       -----------------
<S> <C>
                Land                                               $330,002,516            $210,451,742
                Buildings                                           336,439,361             169,708,652
                Equipment                                             2,345,719                      --
                                                              ------------------       -----------------
                                                                    668,787,596             380,160,394
                Less accumulated depreciation                       (14,742,596 )            (6,242,782 )
                                                              ------------------       -----------------
                                                                    654,045,000             373,917,612
                Construction in progress                             31,822,051              20,033,256
                                                              ------------------       -----------------
                                                                    685,867,051             393,950,868
                Less allowance for loss on
                    land and buildings                               (4,656,707 )              (611,534 )
                                                              ------------------       -----------------

                                                                   $681,210,344            $393,339,334
                                                              ==================       =================
</TABLE>

         Substantially  all property leases have initial terms of 13 to 20 years
         (expiring  between 2006 and 2019) and provide for minimum  rentals.  In
         addition,  the majority of the property  leases  provide for contingent
         rentals  and/or  scheduled rent increases over the terms of the leases.
         Most  leases  also allow the tenant to  purchase  the  property  at the
         greater of the Company's purchase price plus a specified  percentage of
         such purchase  price or fair market value after a specified  portion of
         the lease has elapsed.

         Some leases also provide for scheduled  rent  increases  throughout the
         lease term and/or rental payments during the construction of a property
         prior to the date it is placed in service.  Such amounts are recognized
         on a straight-line basis over the terms of the leases commencing on the
         date the  property is placed in service.  For the years ended  December
         31, 1999,  1998 and 1997,  the Company  recognized  $5,143,552  (net of
         $601,876 in reserves and  $547,457 in  reversals),  $2,734,767  (net of
         $351,177  in  reserves  and  $666,596  in  reversals)  and  $1,941,054,
         respectively, of such rental income.

         During  1999 and 1998,  the  Company  sold  five and three  properties,
         respectively,  that were subject to operating leases,  and received net
         proceeds of approximately $4,327,873 and $2,386,000,  respectively. The
         sales in 1999  resulted in a loss of $781,192 for  financial  reporting
         purposes.  The net sales  proceeds  received in 1998  approximated  the
         carrying  value of the  Properties,  resulting in no gain or loss.  The
         Company  reinvested  the  proceeds  from  the  sale  of  Properties  in
         additional Properties.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


2.       Land, Buildings and Equipment on Operating Leases - Continued:

         In 1999 and 1998,  the Company  recorded  provisions for losses on land
         and  buildings  totaling  $4,045,173  and $611,534,  respectively,  for
         financial  reporting  purposes  relating  to  several  Properties.  The
         tenants of these  Properties  experienced  financial  difficulties  and
         ceased payment of rents under the terms of their lease agreements.  The
         allowances  represent the difference  between the carrying value of the
         properties  at  December  31,  1999 and  1998,  and the  estimated  net
         realizable value for these properties.

         The  following  is a schedule of future  minimum  lease  payments to be
         received on the noncancellable operating leases at December 31, 1999:

                     2000                             $54,736,625
                     2001                              54,995,527
                     2002                              55,832,397
                     2003                              57,109,004
                     2004                              59,002,716
                     Thereafter                       695,342,944
                                                ------------------

                                                     $977,019,213
                                                ==================

         These  amounts also do not include  minimum  lease  payments  that will
         become due when  properties  under  development are completed (see Note
         15).

3.       Net Investment in Direct Financing Leases:

         The  following  lists  the  components  of  net  investment  in  direct
         financing leases at December 31:
<TABLE>
<CAPTION>

                                                                        1999                    1998
                                                                  ------------------      ------------------
<S> <C>
                   Minimum lease payments
                       receivable                                      $302,703,373            $186,515,403
                   Estimated residual values                             33,029,911              17,680,858
                   Interest receivable from
                       secured equipment leases                             167,502                  81,690
                   Less unearned income                                (186,423,569 )          (112,602,301 )
                   Less allowance for loss on
                       direct financing leases                           (3,734,022 )                    --
                                                                  ------------------      ------------------

                   Net investment in direct
                       financing leases                                $145,743,195             $91,675,650
                                                                  ==================      ==================

</TABLE>


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


3.       Net Investment in Direct Financing Leases - Continued:

         The secured  equipment leases recorded as direct financing leases as of
         December  31, 1999,  provide for minimum  rentals  payable  monthly and
         generally  have  lease  terms  ranging  from four to seven  years.  The
         secured  equipment leases generally include an option for the lessee to
         acquire the equipment at the end of the lease term for a nominal fee.

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 1999:

                           2000                           $18,754,366
                           2001                            18,609,410
                           2002                            18,562,042
                           2003                            18,459,385
                           2004                            17,906,394
                           Thereafter                     210,411,776
                                                    ------------------

                                                         $302,703,373
                                                    ==================

         During  1999,  the  Company  sold one  property,  that was subject to a
         direct  financing  lease.  The Company  received  net sale  proceeds of
         $974,560.  The net sale proceeds approximated the carrying value of the
         property,  therefore,  resulting  in  no  gain  or  loss.  The  Company
         reinvested the proceeds from the sale in an additional Property.

         During the year ended December 31, 1999 the Company  received  proceeds
         from  various  borrowers  for the  prepayment  of 11 secured  equipment
         leases. The Company collected  $2,252,766 which was approximately equal
         to the net investment in the direct financing leases at the time of the
         prepayment.  As a result,  no gain or loss was recognized for financial
         reporting purposes.

         The Company  recorded  provisions for losses on direct financing leases
         totaling  $3,734,022  at  December  31,  1999 for  financial  reporting
         purposes  relating  to  several   properties.   The  tenants  of  these
         properties  experienced  financial  difficulties  and ceased payment of
         rents  under  the  terms  of their  lease  agreements.  The  allowances
         represent the  difference  between the carrying value of the properties
         at December 31, 1999 and the estimated net  realizable  value for these
         properties.



<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


4.       Mortgage Loans Held for Sale:

         The loans  represent  first mortgage loans on the land and/or  building
         comprising   approximately   $52.4  million  in  fixed-rate  loans  and
         approximately  $1.5  million  in  variable-rate  loans.  Variable  rate
         construction  loans totaled  approximately $9.6 million at December 31,
         1999. The fixed-rate  loans carry a weighted  average  interest rate of
         9.97%. The variable-rate loans carry interest rates that adjust monthly
         based on a 30-day LIBOR plus a margin (average  interest rate was 10.5%
         at December  31,  1999).  The  mortgage  loans are being  collected  in
         monthly installments with maturity dates ranging from 2000 to 2019. The
         fixed-rate  mortgage loans  generally  prohibit  prepayment for certain
         periods  or  require  a  prepayment  penalty  from  the  borrower.  The
         variable-rate mortgage loans generally have no prepayment restrictions.

         Mortgage loans held for sale consisted of the following at December 31,
         1999:

                  Outstanding principal                     $63,544,138
                  Accrued interest income                       425,136
                  Deferred financing income                    (106,911 )
                  Unamortized loan costs                      1,143,683
                  Valuation allowance                          (551,011 )
                  Provision for uncollectible
                      mortgage notes                           (988,561 )
                                                        ----------------

                                                            $63,466,474
                                                        ================

         As of December 31, 1998, the Company had  $19,631,693 in mortgage notes
         receivable.  During the third quarter of 1999, the Company  transferred
         all outstanding balances to mortgage loans held for sale.

         Statement of Financial  Accounting  Standards No. 125,  "Accounting for
         Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
         Liabilities,"   establishes   standards   for   the   recognition   and
         derecognition  of assets and  liabilities  subsequent  to a transfer of
         financial assets and  extinguishment  of the related  liabilities.  The
         Company  has  applied  this  statement  in  accounting  for the  recent
         securitization.

         The Company believes,  based on current terms, that the carrying values
         of the  mortgage  notes  held for  sale at  December  31,  1999 and the
         mortgage notes receivable at December 31, 1998 approximates fair value,
         net of the valuation allowance and provision for uncollectible mortgage
         notes. Mortgage loans held for sale are stated at lower of cost or fair
         market  value,  determined  in the  aggregate.  The  fair  value of the
         mortgage notes held for sale is estimated based on one of the following
         methods: (i) quoted market prices or (ii) present value of the expected
         cash flows.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


5.       Equipment and Other Notes Receivable:

         In 1999 and 1998,  the Company  entered into several  promissory  notes
         with several borrowers for equipment and other financing for a total of
         $26,470,671  and  $5,887,512,  respectively.  The promissory  notes are
         collateralized  by  restaurant  equipment.  The  promissory  notes bear
         interest at rates  ranging from ten percent to 11 percent per annum and
         are due in monthly  installments  with maturity dates ranging from 2000
         to 2006.

         Equipment  and other notes  receivable  consisted  of the  following at
         December 31:
<TABLE>
<CAPTION>

                                                                           1999                   1998
                                                                      ---------------        ----------------
<S> <C>
                  Outstanding principal                                  $42,563,436             $19,100,118
                  Accrued interest income                                  1,120,767                 119,113
                  Deferred financing income                                  (24,365 )                (4,344 )
                  Unamortized loan costs                                      88,582                 162,493
                  Provision for uncollectible notes
                      receivable                                          (1,000,000 )                    --
                                                                      ---------------        ----------------

                                                                         $42,748,420             $19,377,380
                                                                      ===============        ================
</TABLE>

         Management  believes  that the  estimated  fair value of equipment  and
         other notes  receivable at December 31, 1999 and 1998  approximates the
         outstanding  principal  amount,  net of the provision for uncollectible
         notes  receivable,  based on estimated  current  rates at which similar
         loans would be made to borrowers  with  similar  credit and for similar
         maturities.

6.       Other Investments:

         In August 1998 the Company acquired an investment in certain  franchise
         loan certificates ("the 1998 Certificates") issued in connection with a
         mortgage  loan  securitization  transaction  sponsored by CNL Financial
         Corporation,  which was an affiliate  prior to its  acquisition  by the
         Company in 1999 (See Note 12).  Certain of the 1998  Certificates  bear
         interest  at an 8.4%  pass  through  rate  with an  effective  yield of
         11.46%.  Other 1998  Certificates  bear  interest  at  adjustable  pass
         through rates which  generated an effective yield of 10.65% in 1999. In
         1998, the Company  classified  these  investments as available for sale
         for  accounting  purposes  and as of December  31, 1998 their  carrying
         value of $16,201,014  approximated fair value. During 1999, the Company
         reassessed the  classification of the 1998 Certificates and transferred
         the  certificates  from the  available for sale category to the held to
         maturity category. The estimated fair value of the 1998 Certificates at
         the  transfer  date of  $16,199,792  approximated  the  carrying  value
         resulting


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


6.       Other Investments - Continued:

         in no gains or losses at the time of transfer. At December 31, 1999 the
         carrying value of this  investment was $16,201,732  which  approximated
         its fair  value and its  weighted  average  remaining  term  range from
         approximately 14 to 16.5 years.

         In  connection  with the merger on September 1, 1999 of the Company and
         CNL  Restaurant  Financial  Services  Group (See Note 12),  the Company
         acquired investments in an interest only certificate and other residual
         interests  with a fair market value of  $5,965,941.  The interest  only
         certificate  and  the  other  residual   interests  are  classified  as
         available  for sale  and are  carried  at fair  market  value  based on
         estimated  discounted  cash flows.  The unrealized loss at December 31,
         1999 was $177,119 and is shown as accumulated other  comprehensive loss
         on the consolidated balance sheet.

         In August 1999 the Company  created a $500 million  loan sale  facility
         syndicated with two third parties. This facility permits the Company to
         sell  loans on a  regular  basis to a trust at an agreed  upon  advance
         rate.  As of  December  31,  1999 the  Company  had sold  loans with an
         approximate principal balance of $300 million to the trust. The Company
         retained a residual  interest  which is  included  in the  accompanying
         consolidated balance sheet as of December 31, 1999 as other investments
         and is  classified  as a trading  security and carried at its estimated
         fair market value of $32,496,222.

         Certain  mortgage  loans  originated  or  purchased by the Company were
         securitized in November 1999 and Franchise Loan Trust Certificates were
         sold  to  investors.   The   securitization   resulted  in  a  loss  of
         approximately $1 million.  The Company  retained  certain  subordinated
         investment securities, ("the 1999 Certificates"). The 1999 Certificates
         totaling  $21,142,843  at December 31, 1999 were recorded by allocating
         the previous  carrying amount of the mortgages  between the assets sold
         and the  retained  interests  based  on  their  relative  fair  values.
         Approximately  $7.7 million of the 1999  Certificates are classified as
         available  for sale  and are  carried  at fair  market  value  based on
         estimated discounted cash flows. The remaining balance of approximately
         $13.4  million  of  the  1999  Certificates  have  a  weighted  average
         remaining term of  approximately 18 years and are classified as held to
         maturity.  Their  carrying  amounts  approximated  their  fair value at
         December 31, 1999.

7.       Line of Credit:

         For the years  ended  December  31,  1999,  1998 and 1997,  the Company
         incurred  interest  costs  (including  amortization  of loan  costs) of
         $14,094,524, $402,292 and $544,788, respectively,  $3,889,327, $402,292
         and $544,788,  respectively,  of which were  capitalized as part of the
         cost of buildings under construction.  For the years ended December 31,
         1999, 1998 and 1997, the Company paid interest of $10,937,309, $338,569
         and $502,680, respectively.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


7.       Line of Credit - Continued:

         At December 31, 1998, the Company had a revolving $35,000,000 unsecured
         line of  credit  with a bank  which  enabled  the  Company  to  receive
         advances  to provide  equipment  financing,  to  purchase  and  develop
         properties  and to fund  mortgage  loans.  In June  1999,  the  Company
         obtained a new unsecured  revolving  credit facility in an amount up to
         $300,000,000 (the "Credit Facility").  In connection with obtaining the
         amended Credit Facility,  the Company  incurred  commitment fees, legal
         fees and closing costs of  $3,548,744.  Interest on advances  under the
         Credit Facility is determined  according to (i) a tiered rate structure
         up to a maximum  rate of 200 basis  points  above LIBOR (based upon the
         Company's  overall leverage ratio) or (ii) the lenders' prime rate plus
         0.25%, whichever the Company selects at the time of each advance. As of
         December 31, 1999, the weighted  average  interest rate on the interest
         paid over the year was 6.99%. The principal balance,  together with all
         unpaid  interest,  is due in full upon  termination  of the facility on
         June 9,  2002.  The  terms  of the  agreement  for the  amended  Credit
         Facility include financial  covenants which provide for the maintenance
         of certain  financial  ratios.  The Company was in compliance  with all
         such covenants as of December 31, 1999.

         The Company  believes,  based on current terms, that the carrying value
         of its Credit Facility at December 31, 1999 and 1998  approximates fair
         value.

         In June 1999,  in  connection  with the amended  Credit  Facility,  the
         Company  entered into an interest rate swap  agreement.  The purpose of
         the interest rate swap  agreement is to reduce the impact of changes in
         interest  rates on its floating  rate Credit  Facility.  The  agreement
         effectively  changes the Company's  interest rate on $75,000,000 of the
         outstanding floating rate Credit Facility to a fixed rate of 6.17% plus
         the spread  above LIBOR on related  debt per annum,  as of December 31,
         1999.   The  Company  is  exposed  to  credit  loss  in  the  event  of
         nonperformance  by the other party to the interest rate swap agreement;
         however,  the  Company  does  not  anticipate   nonperformance  by  the
         counterparty  as  they  maintain  long-term  credit  ratings  of "A" or
         better, as rated by Moody's or Standard & Poors.

         The effective interest rate for the outstanding balance of $248,000,000
         relating to the amended Credit Facility,  as of December 31, 1999, as a
         result  of the  impact  of the  interest  rate  swap in the  amount  of
         $75,000,000 was 7.17% per annum. Management does not believe the impact
         of any  payments  of a  termination  penalty,  in the event the Company
         determines  to terminate  the swap  agreements  prior to the end of the
         respective terms, would be material to the Company's financial position
         or results of operations.




<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


8.       Note Payable:

         In October 1999,  the Company  entered into a secured  credit  facility
         (the "Secured Credit  Facility") in the amount of  $147,000,000,  which
         will  expire in  October  2002.  The  proceeds  of the  Secured  Credit
         Facility are intended to be used for property acquisitions.  Borrowings
         under the  Secured  Credit  Facility  bear  interest at the rate of the
         lender's  commercial  paper  plus 56  basis  points  per  annum.  As of
         December 31,  1999,  the interest  rate was 6.96%.  The Secured  Credit
         Facility is collateralized by mortgages on properties and an assignment
         of rents.  As of December 31, 1999,  43  properties  and  assignment of
         rents collateralize the Secured Credit Facility. Under the terms of the
         Secured Credit  Facility,  the Company is required to maintain  certain
         financial  ratios and other  financial  covenants.  The  Company was in
         compliance with all such covenants as of December 31, 1999. The Company
         believes,  based  on  current  terms,  that the  carrying  value of its
         Secured Credit Facility at December 31, 1999 approximates fair value.

         The Company has initiated  several  interest rate swap  agreements with
         which it hedges the majority of the outstanding balance at December 31,
         1999 against  fluctuations in interest rates. The Company believes that
         its interest rate risk related to the Secured Credit  Facility has been
         mitigated by the use of interest rate swaps.

         Management does not believe the impact of any payments of a termination
         penalty,  in the event the Company  determines  to  terminate  the swap
         agreement prior to the end of the respective  terms,  would be material
         to the Company's financial position or results of operations.

9.       Mortgage Warehouse Facility:

         At December 31, 1999, the Company had a $300 million mortgage warehouse
         facility  ("Warehouse  Facility").  The Warehouse Facility provides the
         Company  the  ability  to  provide  mortgage  financing  to  restaurant
         franchisees   and   periodically   securitize  the  loans  through  the
         securitization  market.  The facility bears interest at a rate of LIBOR
         plus 95 basis points per annum.  As of December 31, 1999,  the interest
         was 6.77%.  As of  December  31,  1999,  the  Company  had  $30,749,540
         outstanding  under this  Warehouse  Facility.  The  principal  balance,
         together with all unpaid  interest,  is due in full upon termination of
         the facility on  September  19, 2000.  The Company  believes,  based on
         current   terms,   that  the  carrying   value  at  December  31,  1999
         approximates fair value.  Management does not believe the impact of any
         payments of a termination  penalty, in the event the Company determines
         to terminate  the swap  agreements  prior to the end of the  respective
         terms, would be material to the company's financial position or results
         of operations.



<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


10. Stockholders' Equity:

         On May 27, 1999, the stockholders  approved a one-for-two reverse split
         of common  stock that was  effective on June 3, 1999 with the filing of
         the amended Articles of Incorporation  with the Maryland  Department of
         Assessments  and  Taxation.  All share and per share  amounts have been
         restated herein to reflect the one-for-two reverse stock split.

11.      Distributions:

         For the years ended December 31, 1999, 1998 and 1997,  approximately 97
         percent, 85 percent and 93 percent,  respectively, of the distributions
         received by  stockholders  were  considered  to be ordinary  income and
         approximately   three   percent,   15   percent   and  seven   percent,
         respectively,  were  considered a return of capital for federal  income
         tax purposes.  No amounts  distributed  to  stockholders  for the years
         ended December 31, 1999,  1998 and 1997 are required to be or have been
         treated  by  the  Company  as a  return  of  capital  for  purposes  of
         calculating the stockholders' return on their invested capital.

12.      Mergers:

         On September 1, 1999, the Company acquired CNL Fund Advisors, Inc. (the
         "Advisor")  through the exchange of 100% of the  outstanding  Shares of
         common stock of the Advisor for 3.8 million Shares ($76,000,000) of the
         Company's  common stock.  The  acquisition  of the Advisor was recorded
         under the  purchase  method of  accounting.  The Company  expensed  the
         excess purchase price (plus costs incurred  related to the acquisition)
         over the fair value of the net assets acquired of $76,333,516.

         In addition,  on September 1, 1999, the Company  acquired CNL Financial
         Services,  Inc.  and CNL  Financial  Corporation  and its  subsidiaries
         (collectively,  "CNL Restaurant  Financial Services Group") through the
         exchange  of 100% of the  outstanding  Shares of common  stock of those
         entities for 2.35 million Shares  ($47,000,000) of the Company's common
         stock.  The  acquisition  was  recorded  under the  purchase  method of
         accounting.  The Company  recognized  the excess  purchase  price (plus
         costs incurred related to the  acquisition)  over the fair value of the
         net assets acquired,  of $45,703,072 as goodwill.  This amount is being
         amortized  over 20 years.  The Company  recorded  amortization  expense
         relating to goodwill of $689,516 as of December 31, 1999.

         Upon consummation of the mergers on September 1, 1999, all employees of
         the  acquired  entities  became  employees  of  the  Company,  and  any
         obligations  for the  Company  to pay  fees  to the  Advisor  (such  as
         acquisition  fees  and  asset  management  fees)  under  the  Company's
         advisory agreement terminated.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


12.      Mergers - Continued:

         As described above, as consideration in its acquisitions of the Advisor
         and CNL  Restaurant  Financial  Services  Group,  the Company paid 6.15
         million  Shares.  Of the 6.15 million  Shares  issued,  1.0 million are
         being held in escrow. The Shares held in escrow will be released to the
         former  stockholders  of the Advisor and the CNL  Restaurant  Financial
         Services  Group  based  on  the  value  of  the  restaurant  properties
         acquired, mortgage loans made and development projects completed by the
         Company  during the "escrow term." The "escrow term" began on September
         1, 1999.  If the  Company  fails,  during the escrow  term,  to acquire
         restaurant  properties,  make mortgage  loans and complete  development
         projects  of at  least  $750  million  in  the  aggregate,  any  Shares
         remaining  in escrow at the end of the escrow  term will be returned to
         the  Company,  and the former  stockholders  of the Advisor and the CNL
         Restaurant  Financial  Services Group will no longer have any rights to
         such Company  Shares.  The  Company's  Board of  Directors  may, in its
         reasonable  discretion,  extend the escrow term for an  additional  six
         months  following the escrow term if it reasonably  believes that it is
         in the Company's best interest to do so.  Management  believes that the
         total  number of Shares  will be released  from escrow  during the term
         beyond a reasonable doubt, and therefore, the Shares have been included
         in the  acquisition  price and included in issued and  outstanding  for
         financial reporting purposes,  even though the unearned Shares are held
         in escrow at December 31, 1999. As of December 31, 1999,  approximately
         229,841 Shares had been released from escrow.

         The following  unaudited pro forma financial  information  presents the
         combined results of operations of the Company,  the Advisor and the CNL
         Restaurant  Financial Services Group as if the acquisition had occurred
         as of the  beginning  of each of the periods  presented,  after  giving
         effect to certain adjustments,  including  amortization of goodwill and
         loan origination fees,  elimination of certain  intercompany  expenses,
         and related  income tax effects.  The pro forma  financial  information
         does not necessarily  reflect the results of operations that would have
         occurred had the Company,  the Advisor and the CNL Restaurant Financial
         Services Group constituted a single entity during such periods.
<TABLE>
<CAPTION>

                                                                             Year Ended December 31:
                                                                          1999                     1998
                                                                   -------------------       ------------------
<S> <C>
                                                                                   (unaudited)

                Total Revenues                                           $  99,547,207            $  92,212,557
                                                                  ====================     ====================

                Net Earnings                                             $  18,029,746            $  45,793,421
                                                                  ====================     ====================

                Earnings  per Share (Basic and
                   Diluted)                                                 $      .46               $     1.13
                                                                  ====================     ====================

</TABLE>


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


13.      Related Party Transactions:

         Prior to becoming  self-advised on September 1, 1999, certain directors
         and officers of the Company held  similar  positions  with the Advisor,
         and the managing dealer of the Company's  common stock  offerings,  CNL
         Securities Corp.

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
         incurred $15,805, $28,914,297 and $16,686,192, respectively, in selling
         commissions due to CNL Securities Corp. for services in connection with
         public  offerings of the Company's  Shares.  A  substantial  portion of
         these amounts  ($14,751,  $26,033,000 and  $15,563,500) was paid by CNL
         Securities  Corp. as  commissions  to other  broker-dealers  during the
         years ended December 31, 1999, 1998 and 1997, respectively.

         In addition,  CNL Securities Corp. received a marketing support and due
         diligence  expense  reimbursement fee equal to 0.5% of the total amount
         raised from the sale of Shares,  a portion of which was  re-allowed  to
         other  broker-dealers.  During the years ended December 31, 1999,  1998
         and 1997,  the Company  incurred  $1,054,  $1,927,620  and  $1,112,413,
         respectively,  of such fees,  the majority of which was  re-allowed  to
         other  broker-dealers  and  from  which  all bona  fide  due  diligence
         expenses were paid.

         CNL Securities  Corp. is also entitled to receive,  in connection  with
         each common stock offering,  a soliciting  dealer servicing fee payable
         annually by the Company  beginning on December 31 of the year following
         the year in which each  offering  terminated  in the amount of 0.20% of
         the  stockholders'  investment in the Company in  connection  with such
         offering.  CNL Securities Corp. in turn may reallow all or a portion of
         such fee to  broker-dealers  whose  clients  purchased  Shares  in such
         offering  and held  Shares on such  date.  During  1999 and  1998,  the
         Company incurred $1,493,437 and $300,206,  respectively,  of such fees.
         No such fees were incurred during the year ended December 31, 1997.

         In connection with the  acquisition of properties,  subject to approval
         by the Company's  Board of Directors,  the Company will incur  advisory
         fees payable to  affiliates  of the Company.  Such fees are included in
         the purchase price of the properties and are therefore  included in the
         basis on which the Company charges rent on the  properties.  During the
         years ended December 31, 1999 and 1998, the Company  incurred  $539,976
         and  $67,389,  respectively,  of such  fees  relating  to 25 and  three
         properties, respectively. No such fees were incurred for the year ended
         December 31, 1997.

         The Advisor,  prior to its  acquisition  by the Company,  served as the
         Company's  advisor.  The  Advisor  was  entitled,   until  the  merger,
         effective  September  1, 1999 (see Note 12),  to receive  certain  fees
         related to the operations and business acquisitions of the Company. The
         fees paid to the Advisor  described  below for 1999 were for the period
         January 1, 1997 through August 31, 1999.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


13.      Related Party Transactions - Continued:

         Prior to the merger,  the Advisor was  entitled to receive  acquisition
         fees for services in identifying  the properties  and  structuring  the
         terms of the acquisition and leases of these properties and structuring
         the terms of mortgage loans and other  investments equal to 4.5% of the
         total  amount  raised  from the sale of Shares  through  the  Company's
         public  offerings.  To the extent the Company  used  proceeds  from its
         Credit  Facility to acquire  properties  or make  mortgage  loans,  the
         Company also paid the Advisor an  acquisition  fee equal to 4.5% of the
         purchase  price paid by the Company for each  property or the amount of
         each mortgage loan.  During the years ended December 31, 1999, 1998 and
         1997, the Company  incurred  $6,185,005,  $17,317,297 and  $10,011,715,
         respectively,  of such  fees.  Such  fees  are  included  in  land  and
         buildings on  operating  leases,  net  investment  in direct  financing
         leases,  mortgage loans held for sale,  investment in joint venture and
         other assets.

         Prior to the merger,  in connection with the acquisition of properties,
         subject to approval by the Company's  Board of  Directors,  the Company
         incurred  development  or  construction  management  fees  payable to a
         subsidiary  of the  Advisor.  Such fees were  included in the  purchase
         price of the  properties  and were  therefore  included in the basis on
         which the  Company  charges  rent on the  properties.  During the years
         ended December 31, 1999, 1998 and 1997, the Company  incurred  $56,352,
         $229,153 and $387,728, respectively, of such fees.

         Prior to the  merger,  for  negotiating  secured  equipment  leases and
         supervising  the  secured  equipment  lease  program,  the  Advisor was
         entitled to receive a one-time secured equipment lease servicing fee of
         two percent of the purchase  price of the equipment that is the subject
         of each secured  equipment  lease.  During the years ended December 31,
         1999, 1998 and 1997, the Company incurred $77,317, $54,998 and $87,665,
         respectively, in secured equipment lease servicing fees.

         The Company and the Advisor entered into an advisory agreement pursuant
         to which the  Advisor,  prior to the merger,  received a monthly  asset
         management  fee of  one-twelfth  of 0.60% of the Company's  real estate
         asset value and the outstanding principal balance of the mortgage loans
         as of the end of the  preceding  month.  The  management  fee could not
         exceed  competitive  fees which were for  similar  services in the same
         geographic area.

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
         incurred  $2,685,887,  $1,911,128 and $881,668,  respectively,  of such
         fees,  of  which  $342,580,  $60,124  and  $76,789,  respectively,  was
         capitalized as part of the cost of the buildings for  properties  under
         construction.



<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


13.      Related Party Transactions - Continued:

         Prior  to  the  merger,   the  Advisor  and  its  affiliates   provided
         administrative services (including services for accounting;  financial,
         tax and regulatory compliance and reporting; lease and loan compliance;
         stockholder  distributions and reporting;  due diligence and marketing;
         and investor relations) to the Company on a day-to-day basis as well as
         services in  connection  with the  offering  of Shares and  services in
         connection with the mergers  referred to in Notes 12 and the terminated
         mergers  referred to in Note 16. The costs  incurred for these services
         were classified as follows for the years ended December 31:
<TABLE>
<CAPTION>

                                                               1999                1998                1997
                                                          ----------------    ----------------    ---------------
<S> <C>
                 General operating and
                     administrative expenses                   $1,683,313          $1,189,471          $ 556,240
                 Stock issuance costs                              28,421           3,103,046          1,676,226
                 Transaction costs                                503,970                  --                 --
                                                          ----------------    ----------------    ---------------

                                                               $2,215,704          $4,292,517         $2,232,466
                                                          ================    ================    ===============
</TABLE>

         In connection with becoming self-advised,  effective September 1, 1999,
         an affiliate of a member of the board of  directors  performed  certain
         services  relating to human resources and information  technology.  The
         Company  incurred  expenses  related to these services of approximately
         $655,000 for the fiscal year 1999.

         During the years ended  December 31, 1999,  1998 and 1997,  the Company
         acquired 41, five and five Properties,  respectively, for approximately
         $39,700,000,  $8,770,000 and $5,450,000,  respectively, from affiliates
         of the  Company.  Each  Property was acquired at a cost no greater than
         the  lesser of the cost of the  Property  to the  affiliate,  including
         carrying costs, or the Property's appraised value. Of the 41 Properties
         acquired from affiliates in 1999, 38 were acquired for a total purchase
         price of  approximately  $36,800,000  from Commercial Net Lease Realty,
         Inc. ("NNN"),  a publicly traded real estate investment trust. James M.
         Seneff,  Jr., the Chairman of the Board of the Company, is the Chairman
         of the Board and Chief  Executive  Officer of NNN and Robert A. Bourne,
         Vice Chairman of the Board of the Company, is also Vice Chairman of the
         Board  of  NNN.  This   transaction   was  approved  by  the  Company's
         independent directors.

         As of December 31, 1999, the Company was in the process of finalizing a
         lease agreement for its office space (the "Lease") with an affiliate of
         James M. Seneff,  Jr., the Company's  Chairman of the Board.  The Lease
         provides  for rent in the amount of  approximately  $857,000  per year,
         with a three percent increase annually, expiring in October 2014.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


13.      Related Party Transactions - Continued:

         The due to related parties consisted of the following at December 31:
<TABLE>
<CAPTION>

                                                                               1999                    1998
                                                                         ------------------     -------------------
<S> <C>
                 Due to the Advisor:
                     Expenditures incurred on behalf of the
                        Company and accounting and
                        administrative services                                    $    --             $ 1,238,148
                     Acquisition fees                                                   --                  39,788
                                                                         ------------------     -------------------
                                                                                         --               1,277,936
                 Due to CNL Securities Corp:
                     Commissions                                                                            30,528
                                                                                         --
                     Soliciting dealer servicing fee                             1,493,437                 300,206
                                                                         ------------------     -------------------
                                                                                 1,493,437                 330,734
                 Due to affiliate as obligation under
                     capital lease                                               8,817,692                       --
                 Due to other affiliates                                           315,800                       --
                                                                         ------------------     -------------------

                                                                              $ 10,626,929             $ 1,608,670
                                                                         ==================     ===================
</TABLE>

         The  Company,  through the  acquisition  of the Advisor on September 1,
         1999,  provides  certain  services  relating to  management  of related
         parties and their properties pursuant to management  agreements.  Under
         these  agreements,  the Company is responsible  for  collecting  rental
         payments, inspecting the properties and the tenants' books and records,
         assisting in responding  to tenant  inquiries and notices and providing
         information  to the related  parties about the status of the leases and
         the properties.  For these services, the related parties have agreed to
         pay the Company an annual fee.

         The due from related parties consisted of the following at December 31:
<TABLE>
<CAPTION>

                                                                         1999                      1998
                                                                  --------------------      -------------------
<S> <C>
                 Management fees                                           $   69,143                  $    --
                 Expenditures incurred on
                     behalf of the related parties
                     and accounting and
                     administrative services and
                     costs associated with the
                     Proposed Merger (see Note 6)                           1,246,578                       --
                                                                  --------------------      -------------------

                                                                         $  1,315,721                  $    --
                                                                  ====================      ===================
</TABLE>


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


13.      Related Party Transactions - Continued:

         In connection  with the Mergers (see Note 12), the Company  issued 6.15
         million  Shares to directors and officers of the Company and affiliates
         of the Company.

14.      Concentration of Credit Risk:

         The following schedule presents rental, earned, investment and interest
         income from individual  lessees or borrowers,  or affiliated  groups of
         lessees or borrowers,  each  representing  more than ten percent of the
         Company's total rental, earned, investment and interest income from its
         properties,  mortgage loans held for sale, secured equipment leases and
         Certificates for at least one of each of the years ended December 31:
<TABLE>
<CAPTION>

                                                                   1999              1998              1997
                                                               --------------    --------------    -------------
<S> <C>
                 Jack in the Box, Inc. (formerly
                     Foodmaker, Inc.)                                    N/A        $4,101,214       $1,980,338
                 Houlihan's Restaurants, Inc.                            N/A               N/A        1,847,574
                 Castle Hill Holdings V, L.L.C.,
                     Castle Hill Holdings VI, L.L.C.
                     and Castle Hill Holdings VII,
                     L.L.C.                                              N/A               N/A        2,636,004
</TABLE>

         In addition,  the following  schedule  presents  total rental,  earned,
         investment and interest income from individual  restaurant chains, each
         representing  more than ten  percent  of the  Company's  total  rental,
         earned,  investment and interest income from its  properties,  mortgage
         loans held for sale,  secured  equipment leases and Certificates for at
         least one of each of the years ended December 31:
<TABLE>
<CAPTION>

                                                                 1999               1998              1997
                                                             --------------    ---------------    --------------
<S> <C>
                 Golden Corral Family
                     Steakhouse Restaurants                            N/A         $4,373,687        $2,531,941
                 Jack in the Box                                       N/A          4,101,214         1,980,338
                 Pizza Hut                                             N/A                N/A         2,636,004
                 Boston Market                                         N/A                N/A         2,338,949


</TABLE>


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


14.      Concentration of Credit Risk - Continued:

         The information denoted by N/A indicates that for the applicable period
         presented,  the  tenant  or  borrower,  chain,  or group of  affiliated
         tenants,  borrowers or chains,  did not represent more than ten percent
         of the Company's total rental, earned, investment and interest income.

         Although the Company's properties are geographically diverse throughout
         the United  States and the Company's  lessees and  borrowers  operate a
         variety of restaurant concepts,  failure of any one of these restaurant
         chains or any one of these lessees or borrowers that  contributes  more
         than ten  percent  of the  Company's  rental,  earned,  investment  and
         interest income could significantly impact the results of operations of
         the Company if the Company is not able to re-lease the  properties in a
         timely manner.

15.      Commitments and Contingencies:

         On May 11,  1999,  four  limited  partners in several CNL Income  Funds
         served a lawsuit  against the general  partners of the CNL Income Funds
         and the Company in  connection  with the  proposed  merger with the CNL
         Income Funds. On June 22, 1999, a limited partner in certain of the CNL
         Income Funds served a lawsuit against the Company, the Advisor, certain
         of its  affiliates  and the CNL  Income  Funds in  connection  with the
         proposed merger with the CNL Income Funds.

         On July 8, 1999,  the  plaintiffs in the lawsuit served on May 11, 1999
         served and amended the complaint,  naming three  additional  plaintiffs
         and adding  allegations of aiding and abetting and conspiring to breach
         fiduciary duties and seeking additional equitable relief.

         On September 23, 1999,  the judge  assigned to the two cases entered an
         order  consolidating  the  two  cases.   Pursuant  to  this  order  the
         plaintiffs  filed a consolidated  and amended  complaint on November 8,
         1999. The various defendants,  including the Company, filed a motion to
         dismiss the  consolidated  complaint on December 28, 1999.  The Company
         and the  general  partners  of the CNL Income  Funds  believe  that the
         lawsuits are without merit and intend to defend vigorously  against the
         claims.

         The  Company has  entered  into  various  development  agreements  with
         tenants which provide terms and  specifications for the construction or
         renovation  of buildings  the tenants have agreed to lease or equipment
         financing the Company has agreed to provide.  The agreements  provide a
         maximum  amount of development  costs  (including the purchase price of
         the land and closing  costs) to be paid by the  Company.  In  addition,
         through the  acquisition  of the  Advisor,  the  Company  has  unfunded
         letters of commitment to develop  properties for specific tenants.  The
         aggregate maximum  development costs and unfunded letters of commitment
         the Company has agreed to pay are approximately


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


15.      Commitments and Contingencies - Continued:

         $214,022,000,  of which  approximately  $60,201,000  in land and  other
         costs  had  been  incurred  as of  December  31,  1999.  The  buildings
         currently   under   construction  or  renovation  are  expected  to  be
         operational  by June 2000.  In  connection  with the  purchase  of each
         property,  the  Company,  as lessor,  entered  into a  long-term  lease
         agreement.

         In the ordinary course of business,  the Company has  outstanding  loan
         commitments  to  qualified  borrowers  that  are not  reflected  in the
         accompanying  condensed   consolidated   financial  statements.   These
         commitments,  if  accepted  by the  potential  borrower,  obligate  the
         Company to provide  funding.  The  accepted  and  unfunded  commitments
         totaled approximately  $108,165,000 at December 31, 1999 which includes
         both  the  Warehouse  Facility  and the  off-balance  sheet  loan  sale
         facility.

16.      Subsequent Events:

         On March 11, 1999, the Company  entered into  agreements to acquire the
         18 CNL Income Funds whose Properties are substantially the same type as
         the Company's. In connection with these agreements,  the Company agreed
         to issue up to 30.5 million Shares of common stock,  after  restatement
         for the  one-for-two  reverse stock split. On June 3, 1999, the general
         partners, on behalf of CNL Income Funds XVII and XVIII, and the Company
         agreed that it would be in the best  interests of CNL Income Funds XVII
         and XVIII and the  Company  that the Company not attempt to acquire CNL
         Income  Funds  XVII and XVIII in the  acquisition.  Therefore,  in June
         1999, the Company entered into  termination  agreements with CNL Income
         Funds XVII and XVIII.

         On March 1,  2000,  the  Company  announced  that it had  entered  into
         termination  agreements  with the remaining 16 CNL Income  Funds.  This
         decision  was based on a number of  factors  including,  concern of the
         general  partners of the CNL Income Funds that,  in light of the market
         conditions  relating to publicly traded real estate  investment  trusts
         generally  ("REITS"),  the  potential  value  of  the  transaction  had
         diminished.  As a result of such  diminishment,  the general  partners'
         ability to unequivocally  recommend voting for the transaction,  in the
         exercise of their fiduciary duties, had become questionable. Due to the
         general  partners'  reluctance  to  recommend  the  transaction  to the
         limited  partners of the CNL Income  Funds,  the Company  believed that
         pursuing the transaction  without an unequivocal  recommendation of the
         CNL income  Funds'  general  partners  would not result in a  favorable
         vote,  and that therefore the continued  pursuit of the  acquisition by
         the Company  would not be in the best  interests  of its  stockholders.
         Furthermore,  a primary  objective of the Company for acquiring the CNL
         Income  Funds was to  significantly  increase  its  asset  base for the
         purpose  of  listing  its  Shares on the New York  Stock  Exchange  and
         potentially,  by  virtue  of size,  create  an  institutional  investor
         following.  In light  of the  current  market  conditions  relating  to
         publicly  traded REITS,  the Company  believes that increasing its size
         would not provide it with such following and


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 1999, 1998 and 1997


16.      Subsequent Events - Continued:

         would not  provide  the  Company  with  access to capital on  favorable
         terms.  Therefore,  being  forced  to  list at this  time,  which  is a
         condition to closing the  acquisition  of the CNL Income  Funds,  would
         not, in the opinion of the Company, produce the results the Company had
         initially envisioned at the time the merger agreements were executed.



<PAGE>


Item 9.  Changes in and  Disagreements  with  Accountants  on Accounting  and
         Financial Disclosure

         None.


                                    PART III


Item 10.   Directors and Executive Officers of the Registrant

         The  information  required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.

Item 11.  Executive Compensation

         The  information  required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The  information  required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.

Item 13.  Certain Relationships and Related Transactions

         The  information  required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.  Consolidated Financial Statements

                  Report of Independent Certified Public Accountants

                  Consolidated Balance Sheets at December 31, 1999 and 1998

                  Consolidated  Statements  of  Operations  for the years  ended
                  December 31, 1999, 1998 and 1997.

                  Consolidated    Statements   of   Stockholders'   Equity   and
                  Comprehensive  Income (Loss) for the years ended  December 31,
                  1999, 1998 and 1997.

                  Consolidated  Statements  of Cash  Flows for the  years  ended
                  December 31, 1999, 1998 and 1997.

                  Notes to Consolidated Financial Statements



<PAGE>


         2.  Financial Statement Schedules

                  Schedule II - Valuation and Qualifying  Accounts for the years
                  ended December 31, 1999, 1998 and 1997

                  Schedule  III - Real Estate and  Accumulated  Depreciation  at
                  December 31, 1999

                  Notes  to  Schedule   III  -  Real   Estate  and   Accumulated
                  Depreciation at December 31, 1999

                  Schedule IV - Mortgage  Loans on Real  Estate at December  31,
                  1999

                  All other Schedules are omitted as the required information is
                  inapplicable  or is presented in the  financial  statements or
                  notes thereto.

         3.  Exhibits

                  2.1      Agreement  and  Plan  of  Merger,  by and  among  the
                           Registrant, CFA Acquisition Corp., CNL Fund Advisors,
                           Inc.  and CNL  Group,  Inc.,  dated  March  11,  1999
                           (Included  as  Exhibit  10.38  to  the   Registrant's
                           Registration Statement No. 333-74329 on Form S-4 (the
                           "Form  S-4") as  originally  filed  and  incorporated
                           herein by reference.)

                  2.2      Agreement  and  Plan  of  Merger,  by and  among  the
                           Registrant,  CFC Acquisition  Corp.,  CFS Acquisition
                           Corp., CNL Financial  Corp., CNL Financial  Services,
                           Inc., CNL Group,  Inc., Five Arrows Realty Securities
                           L.L.C.,  Robert A. Bourne,  Curtis B.  McWilliams and
                           Brian  Fluck,  dated  March  11,  1999  (Included  as
                           Exhibit 10.39 to the Form S-4 as originally filed and
                           incorporated herein by reference.)

                  3.1      CNL  American   Properties  Fund,  Inc.  Amended  and
                           Restated  Articles  of   Incorporation,   as  amended
                           (Included  as Exhibit  3.1 to the  Registrant's  Form
                           10-Q  for  the  quarter   ended  June  30,  1999  and
                           incorporated herein by reference.)

                  3.2      CNL  American   Properties  Fund,  Inc.  Amended  and
                           Restated  Bylaws  (Included  as  Exhibit  3.2  to the
                           Registrant's  Registration Statement No. 333-37657 on
                           Form S-11 and incorporated herein by reference.)

                  4.1      Form of Stock Certificate (Included as Exhibit 4.5 to
                           the Registrant's  Registration Statement No. 33-78790
                           on Form S-11 and incorporated herein by reference.)

                  10.1     Form of  Indemnification  Agreement dated as of April
                           18, 1995, between CNL American  Properties Fund, Inc.
                           and each of James M. Seneff,  Jr.,  Robert A. Bourne,
                           G. Richard  Hostetter,  J. Joseph  Kruse,  Richard C.
                           Huseman, John T. Walker, Jeanne A. Wall, Lynn E. Rose
                           and Edgar J. McDougall,  dated as of January 27, 1997
                           between CNL American Properties Fund, Inc. and Steven
                           D.  Shackelford,  and dated as of February  18, 1998,
                           between CNL American Properties Fund, Inc. and Curtis
                           B.  McWilliams  (Included  as  Exhibit  10.9  to  the
                           Registrant's  Registration Statement No. 333-15411 on
                           Form S-11 and incorporated herein by reference.)

                  10.2     Amended and Restated Agreement of Limited Partnership
                           of CNL APF Partners, LP (Included as Exhibit 10.50 to
                           Amendment  No.  2 to the  Form  S-4 and  incorporated
                           herein by reference.)

                  10.3     Amended and  Restated  Credit  Agreement by and among
                           CNL  APF  Partners,   LP,  Registrant,   First  Union
                           National  Bank,  First Union Capital  Markets  Group,
                           Banc of America  Securities LLC,  NationsBank,  N.A.,
                           The  Chase   Manhattan   Bank  and  other   financial
                           institutions, dated June 9, 1999 (Included as Exhibit
                           10.51  to  Amendment  No.  1  to  the  Form  S-4  and
                           incorporated herein by reference.)

                  10.4     First   Amendment  to  Amended  and  Restated  Credit
                           Agreement  dated as of December  31, 1999 between CNL
                           APF Partners,  LP and First Union  National  Bank, as
                           Agent (filed herewith.)

                  10.5     Franchise  Receivable Funding and servicing Agreement
                           dated  as  of  October  14,  1999   between  CNL  APF
                           Partners,  LP and Neptune Funding  Corporation (filed
                           herewith.)

                  10.6     Interim  Wholesale  Mortgage  Warehouse  and Security
                           Agreement dated as of September 18, 1998, and Amended
                           Agreement dated as of August 30, 1999 between CNL APF
                           Partners,   LP  and  Prudential   Securities   Credit
                           Corporation (filed herewith.)

                  10.7     1999 Performance  Incentive Plan (Included as Exhibit
                           10.1  to  Amendment   No.  1  to  the  Form  S-4  and
                           incorporated herein by reference.)

                  10.8     Registration   Rights  Agreement  by  and  among  the
                           Registrant,  Robert A. Bourne,  Curtis B. McWilliams,
                           John T. Walker,  Howard Singer, Steven D. Shackelford
                           and CNL  Group,  Inc.,  dated  as of March  11,  1999
                           (Included as Exhibit  10.40 to Amendment No. 1 to the
                           Form S-4 and incorporated herein by reference.)

                  10.9     Registration   Rights  Agreement  by  and  among  the
                           Registrant,  Five Arrows  Realty  Securities  L.L.C.,
                           James M. Seneff,  Jr.,  Robert A.  Bourne,  Curtis B.
                           McWilliams and CNL Group, Inc., dated as of March 11,
                           1999 (Included as Exhibit 10.41 to Amendment No. 1 to
                           the Form S-4 and incorporated herein by reference.)

                  10.10    Employment   Agreement  by  and  between   Curtis  B.
                           McWilliams and the  Registrant,  dated  September 15,
                           1999 (Included as Exhibit 10.42 to Amendment No. 2 to
                           the Form S-4 and incorporated herein by reference.)

                  10.11    Employment   Agreement  by  and  between   Steven  D.
                           Shackelford and the  Registrant,  dated September 15,
                           1999 (Included as Exhibit 10.43 to Amendment No. 2 to
                           the Form S-4 and incorporated herein by reference.)

                  10.12    Employment  Agreement  by and between  John T. Walker
                           and  the   Registrant,   dated   September  15,  1999
                           (Included as Exhibit  10.44 to Amendment No. 2 to the
                           Form S-4 and incorporated herein by reference.)

                  10.13    Employment  Agreement by and between Howard J. Singer
                           and  the   Registrant,   dated   September  15,  1999
                           (Included as Exhibit  10.45 to Amendment No. 2 to the
                           Form S-4 and incorporated herein by reference.)

                  10.14    Employment Agreement by and between Barry L. Goff and
                           the Registrant, dated September 15, 1999 (Included as
                           Exhibit  10.46 to Amendment No. 2 to the Form S-4 and
                           incorporated herein by reference.)

                  10.15    Employment  Agreement by and between Robert W. Chapin
                           and  the   Registrant,   dated   September  15,  1999
                           (Included as Exhibit  10.47 to Amendment No. 2 to the
                           Form S-4 and incorporated herein by reference.)

                  10.16    Employment   Agreement  by  and  between  Timothy  J.
                           Neville and the Registrant,  dated September 15, 1999
                           (Included as Exhibit  10.48 to Amendment No. 2 to the
                           Form S-4 and incorporated herein by reference.)

                  10.17    Holdback  Agreement by and among the  Registrant  and
                           Stockholders,  dated  August 31,  1999  (Included  as
                           Exhibit  10.56 to Amendment No. 2 to the Form S-4 and
                           incorporated herein by reference.)

                  21       Subsidiaries of the Registrant (Filed herewith.)

                  27       Financial Data Schedule (Filed herewith.)

(b)      The  Registrant  filed no reports on Form 8-K during the period October
         1, 1999 through December 31, 1999.


<PAGE>



                                   SIGNATURES

         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,  on the 28th day of
March, 2000.

                                      CNL AMERICAN PROPERTIES FUND, INC.

                                      By:      CURTIS B. McWILLIAMS
                                               Chief Executive Officer

                                               /s/ Curtis B. McWilliams
                                               ------------------------------
                                               CURTIS B. McWILLIAMS



<PAGE>


         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.
<TABLE>
<CAPTION>

              Signature                                    Title                                   Date

<S> <C>

/s/ James M. Seneff, Jr.                   Chairman of the Board                             March 28, 2000
--------------------------------------
James M. Seneff, Jr.


/s/ Robert A. Bourne                       Vice Chairman of the Board                        March 28, 2000
--------------------------------------
Robert A. Bourne


/s/ Curtis B. McWilliams                   Chief  Executive  Officer  (Principal             March 28, 2000
------------------------
Curtis B. McWilliams                       Executive Officer)


/s/ Steven D. Shackelford                  Senior  Vice   President   and  Chief             March 28, 2000
-------------------------------------
Steven D. Shackelford                      Financial     Officer      (Principal
                                           Financial and Accounting Officer)


/s/ G. Richard Hostetter                   Independent Director                              March 28, 2000
--------------------------------------
G. Richard Hostetter


/s/ J. Joseph Kruse                        Independent Director                              March 28, 2000
---------------------------------------
J. Joseph Kruse


/s/ Richard C. Huseman                     Independent Director                              March 28, 2000
------------------------------------
Richard C. Huseman



</TABLE>



<PAGE>

                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>


                                                       Additions                      Deductions
                                               ----------------------------    --------------------------

                                 Balance at     Charged to    Charged to        Deemed                        Balance
                                  Beginning      Costs and       Other          Uncollec-                     at End
    Year         Description       of Year       Expenses      Accounts          tible         Collected      of Year
   --------    ----------------  ------------  ------------  --------------    -----------     ----------   ------------
<S> <C>
    1997       Allowance for
                   doubtful
                   accounts (a)     $  2,857       $   --        $ 97,745  (b)     $  --          $  638       $  99,964
                                 ============  ============  ==============    ===========     ==========   ============

    1998       Allowance for
                   doubtful
                   accounts (a)     $ 99,964    $ 636,614     $ 1,324,980  (b)     $  --         $ 4,743     $ 2,056,815
                                 ============  ============  ==============    ===========     ==========   ============

    1999       Allowance for
                   doubtful
                   accounts (a)   $2,056,815   $1,036,928     $ 3,057,049      $ 572,483  (c)   $389,093     $ 5,189,216
                                 ============  ============  ==============    ===========     ==========   ============


         (a) Deducted from  receivables and accrued rental income on the balance
             sheet.

         (b) Reduction of rental, earned and other income.

         (c) Amounts written off as uncollectible.
</TABLE>

<PAGE>

               CNL AMERICAN PROPERTIES FUND, INC. AND SUBSIDIARIES

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1999



<TABLE>
<CAPTION>

                                                                                                       Costs Capitalized
                                                                                                        Subsequent To
                                                                    Initial Cost                         Acquisition
                                                        ---------------------------------------------------------------------
                                             Encum-                          Buildings and        Improve-       Carrying
                                            brances           Land            Improvements         ments         Costs
                                         ------------   -----------------  ------------------  ---------------  ------------
<S> <C>
Properties the Company
    has invested in Under
    Operating Leases:

    Applebee's Restaurants:
         Antioch, Tennessee                  -                   609,696            770,331                  -             -
         Clarksville, Tennessee              -                   556,070            983,010                  -             -
         Columbia, Tennessee                 -                   625,868            936,068                  -             -
         Cookeville, Tennessee               -                   489,867          1,003,630                  -             -
         Hendersonville, Tennessee           -                   549,651            966,628                  -             -
         Hermitage, Tennessee                -                   735,272            827,474                  -             -
         Hopkinsville, Kentucky              -                   390,058            943,019                  -             -
         Lebanon, Tennessee                  -                   568,168            925,046                  -             -
         Madison, Tennessee                  -                   740,165            835,996                  -             -
         Montclair, California               -                   874,094                  -            880,494             -
         Moscow, Idaho                       -                   537,410                  -                  -             -
         Rockford, Illinois                  -                   603,828                  -                  -             -
         Salem, Oregon                       -                   778,775                  -          1,131,575             -
         Salinas, California                 -                   786,475                  -                  -             -

    Arby's Restaurants:
         Allen, Texas                        -                   508,120                  -            630,308             -
         Arab, Alabama                      (y)                  230,720            455,946                  -             -
         Atlanta, Georgia                   (y)                  648,459                  -            683,390             -
         Auburndale, Florida                 -                   326,788            391,270                  -             -
         Avon, Indiana                       -                   338,486            497,282                  -             -
         Bartow, Florida                     -                   226,428                  -                  -             -
         Brooksville, Florida                -                   266,606                  -                  -             -
         Brooksville, Florida                -                   248,277                  -                  -             -
         Canton, Georgia                    (y)                  586,477                  -            606,850             -
         Circleville, Ohio                   -                   307,909                  -            622,689             -
         Columbus, Ohio                     (y)                  441,770                  -            621,014             -
         Columbus, Ohio                     (y)                  483,868                  -            576,483             -
         Douglasville, Georgia               -                   709,624                  -            540,955             -
         Elfers, Florida                     -                   242,777                  -                  -             -
         Flower Mound, Texas                 -                   434,000                  -            285,499             -
         Grand Rapids, Michigan (k)          -                   312,670                  -                  -             -
         Greensboro, North Carolina          -                   363,478            404,650                  -             -
         Greenville, North Carolina          -                   277,986            490,143                  -             -
         Hudson, Florida                     -                   270,539                  -                  -             -
         Huntsville, Alabama                 -                         -                  -            595,455             -
         Indianapolis, Indiana               -                   439,935                  -            670,560             -
         Jonesville, North Carolina          -                   228,364            539,764                  -             -
         Kendallville, Indiana               -                   276,567            505,359                  -             -
         Kernersville, North Carolina        -                   273,325            413,077                  -             -
         Kinston, North Carolina             -                   268,545            485,160                  -             -
         Lakeland, Florida                   -                   235,996                  -                  -             -
         Lexington, North Carolina           -                   320,924            463,347                  -             -
         Newark, Ohio                        -                         -                  -            336,297             -
         Orange Park, Florida               (y)                  463,047                  -            621,088             -
         Plant City, Florida                 -                   196,251                  -                  -             -
         Redford, Michigan                  (y)                  412,516                  -            673,289             -
         Renton, Washington                  -                   583,128                  -            444,307             -
         Surfside Beach, South Carolina     (y)                  421,059                  -            632,791             -
         Tampa, Florida                      -                   322,412            371,694                  -             -
         The Colony, Texas                   -                   504,163                  -            485,272             -
         Vancouver, Washington              (y)                  733,180                  -            665,895             -
         Walker, Michigan                    -                   498,427                  -            701,500             -
         Whitehall, Ohio                    (y)                  522,786                  -            289,350             -

    Bakers Square Restaurants:
         Alsip, Illinois                    (y)                  449,010            728,259                  -             -
         Burbank, Illinois                  (y)                  679,830          1,041,258                  -             -
         Cherry Valley, Illinois            (y)                  419,238            848,874                  -             -
         Coon Rapids, Minnesota             (y)                  543,966          1,131,838                  -             -
         Deerfield, Illinois                (y)                  573,069            468,307                  -             -
         Lansing, Illinois                  (y)                  647,562            869,687                  -             -
         Mankato, Minnesota                  -                   488,663          1,141,844                  -             -
         Matteson, Illinois                 (y)                  664,403            852,845                  -             -
         Merrillville, Indiana              (y)                  567,083          1,176,715                  -             -
         Palos Heights, Illinois            (y)                  375,257            734,314                  -             -
         Saint Charles, Illinois             -                   614,512            630,952                  -             -
         Westmont, Illinois                  -                   518,276            591,047                  -             -
         Willowbrook, Illinois               -                   586,045            718,306                  -             -

    Barb Wires Steakhouse & Saloon
      Restaurant:
         Lawrence, Kansas                    -                   493,489                  -                  -             -

    Bennigan's Restaurants:
         Arvada, Colorado                    -                   714,194          1,302,733                  -             -
         Batavia, Illinois                  (y)                  944,185                  -          1,504,357             -
         Bedford, Texas                      -                   768,333                  -                  -             -
         Canton, Ohio                        -                 1,419,261                  -             95,308             -
         Clearwater, Florida                 -                   900,038                  -                  -             -
         Colorado Springs, Colorado          -                   794,255                  -                  -             -
         Copley, Ohio                        -                 1,419,261                  -             95,308             -
         Englewood, Colorado                 -                   665,141                  -                  -             -
         Englewood, New Jersey               -                 1,460,179            901,042                  -             -
         Florham Park, New Jersey            -                 1,077,645                  -                  -             -
         Glenview, Illinois                  -                 1,009,338                  -             44,400             -
         Grapevine, Texas                    -                 1,028,193                  -          1,512,031             -
         Houston, Texas                      -                   908,502                  -                  -             -
         Jacksonville, Florida               -                   779,387                  -                  -             -
         Jacksonville, Florida               -                   832,557                  -                  -             -
         Lone Tree, Colorado                (y)                1,075,230                  -            501,111             -
         Mount Laurel, New Jersey            -                 1,305,939          1,030,685                  -             -
         North Richland Hills, Texas         -                   886,048                  -                  -             -
         Ocala, Florida                      -                   693,453                  -          1,072,916             -
         Oklahoma City, Oklahoma             -                   756,750                  -                  -             -
         Orlando, Florida                    -                 1,585,461                  -            874,143             -
         Pensacola, Florida                  -                   692,093                  -                  -             -
         Saint Louis Park, Minnesota         -                   885,111                  -                  -             -
         Tampa, Florida                      -                   734,245                  -                  -             -
         Woodridge, Illinois                 -                   789,680                  -                  -             -

    Big Boy Restaurants:
         Alton, Illinois (m)                 -                   298,330                  -            771,486             -
         Arnold, Missouri (m)                -                   373,239                  -            873,481             -
         Belleville, Illinois                -                   289,405                  -            434,316             -
         Benton Harbor, Michigan             -                   168,583                  -            878,386             -
         Blue Springs, Missouri (m)          -                   251,187                  -            737,670             -
         Collinsville, Illinois (m)          -                   346,116                  -            829,946             -
         Columbia, Missouri                  -                   496,025                  -            792,520             -
         Crystal City, Missouri              -                   273,460                  -            694,837             -
         Fenton, Missouri (m)                -                   624,303                  -            952,724             -
         Grandview, Missouri (m)             -                   395,842                  -            631,903             -
         Granite City, Illinois (m)          -                   122,097                  -            974,597             -
         Guadalupe, Arizona (q)              -                   623,709            933,059                  -             -
         Independence, Missouri (m)          -                   515,607                  -            838,027             -
         Jefferson City, Missouri (m)        -                   460,466                  -            720,050             -
         Kansas City, Missouri               -                   401,115                  -            667,600             -
         Las Vegas, Nevada (r)               -                   656,263          1,162,746                  -             -
         Lee's Summit, Missouri (m)          -                   503,048                  -            626,215             -
         Mansfield, Ohio (m)                 -                   366,776                  -            778,584             -
         Merriam, Kansas (m)                 -                   644,889                  -            991,991             -
         North Kansas City, Missouri (m)     -                   450,010                  -            760,630             -
         O'Fallon, Missouri (m)              -                   369,314                  -            704,550             -
         Overland Park, Kansas (m)           -                   466,949                  -            630,982             -
         Saint Clairsville, Ohio (m)         -                   437,383                  -            770,447             -
         Sedalia, Missouri (m)               -                   318,979                  -          1,013,110             -
         Saint Joseph, Missouri (m)          -                   238,400                  -            700,519             -
         Saint Louis, Missouri (m)           -                   608,835                  -            859,893             -
         Saint Peters, Missouri              -                   376,905                  -            692,124             -
         Taylor, Michigan                    -                   373,164            869,059                  -             -
         Woodson Terrace, Missouri (m)       -                   744,126                  -                  -             -

    Black-eyed Pea Restaurants:
         Fort Worth, Texas                   -                   678,779                  -          1,049,420             -
         Glendale, Arizona                   -                   744,764                  -          1,082,896             -
         Grapevine, Texas                    -                   883,976                  -          1,311,307             -
         Herndon, Virginia                   -                   362,141            989,635                  -             -
         Hillsboro, Texas                    -                   404,881                  -                  -             -
         Killeen, Texas                      -                   514,282                  -            989,138             -
         McKinney, Texas                     -                   683,537                  -          1,124,255             -
         Mesa, Arizona                       -                   821,011                  -          1,056,003             -
         Mesa, Arizona                       -                   784,939                  -                  -             -
         Norman, Oklahoma                    -                   568,087                  -            974,706             -

    Black Angus Restaurants:
         Dublin, California                  -                 1,023,806                  -                  -             -
         Orem, Utah                         (y)                  800,046                  -          1,192,375             -

    Boston Market Restaurants:
         Atlanta, Georgia                    -                   774,448                  -            507,587             -
         Baltimore, Maryland                 -                   585,818                  -            866,641             -
         Collinsville, Illinois              -                   507,544                  -            328,353             -
         Columbus, Ohio                      -                   353,608            606,470                  -             -
         Corvallis, Oregon (m)               -                   365,784                  -            605,763             -
         Florissant, Missouri                -                   705,522                  -            626,845             -
         Gambrills, Maryland                 -                   667,992                  -            661,776             -
         Glendale, Arizona                   -                   566,562            403,730                  -             -
         Indianapolis, Indiana               -                   885,567                  -            648,755             -
         Jessup, Maryland (m)                -                   631,336                  -            675,111             -
         Lansing, Michigan                   -                   515,827                  -            572,706             -
         Liberty, Missouri (m)               -                   469,041                  -            336,295             -
         Newport News, Virginia              -                   473,596            586,377                  -             -
         Riverdale, Maryland                 -                   526,092                  -            504,483             -
         Rockwall, Texas                     -                   528,118                  -            340,297             -
         Saint Joseph, Missouri (m)          -                   378,786            388,489                  -             -
         San Antonio, Texas                  -                   482,361                  -            316,135             -
         Stafford, Texas                     -                   448,185            681,598                  -             -
         Upland, California                  -                   788,248            209,449                  -             -
         Vacaville, California               -                   751,576                  -            757,026             -
         Waldorf, Maryland                   -                   651,867                  -            775,634             -
         Warwick, Rhode Island               -                   234,685            589,367                  -             -

    Buffet Town Restaurant:
         Cedar Park, Texas (s) (m)           -                   569,782            294,878                  -             -

    Burger King Restaurants:
         Asheboro, North Carolina            -                   597,021            962,188                  -             -
         Atlanta, Georgia                    -                   394,712                  -                  -             -
         Burbank, Illinois                  (y)                  543,095                  -            620,617             -
         Chadbourn, North Carolina           -                   217,079                  -            833,772             -
         Chattanooga, Tennessee             (y)                  680,192                  -            575,426             -
         Chattanooga, Tennessee             (y)                  769,842                  -            411,012             -
         Chicago, Illinois                  (y)                  917,717                  -            784,590             -
         Clinton, North Carolina             -                   349,582                  -            385,483             -
         Columbus, Ohio                      -                   445,471            434,907                  -             -
         Coon Rapids, Minnesota              -                   387,913            560,993                  -             -
         Cut Off, Louisiana                  -                   323,106          1,219,165                  -             -
         Highland, Indiana                  (y)                  672,815                  -            621,133             -
         John's Island, South Carolina       -                   477,686            719,221                  -             -
         Kent, Ohio                          -                   233,468            689,696                  -             -
         Lacey, Washington                   -                   308,272                  -                  -             -
         Lake Charles, Louisiana             -                   360,438          1,062,531                  -             -
         Lancaster, Ohio                     -                   339,900            745,696                  -             -
         Lynnwood, Washington                -                   448,745            626,866                  -             -
         Manchester, New Hampshire           -                   775,925            458,838                  -             -
         Montgomery, Alabama                 -                   402,927                  -                  -             -
         Montgomery, Alabama                 -                   379,798            695,812                  -             -
         Natchez, Mississippi                -                   273,353            718,493                  -             -
         Oak Lawn, Illinois                 (y)                1,211,346                  -            829,339             -
         Ooltewah, Tennessee                (y)                  546,261                  -            714,114             -
         Opelousas, Louisiana                -                   625,123            958,670                  -             -
         Rochester, New Hampshire            -                   261,321            802,689                  -             -
         Shelton, Washington                 -                   424,416            822,399                  -             -
         Saint Paul, Minnesota               -                   281,966            581,637                  -             -
         Tampa, Florida                      -                   479,315                  -            497,291             -
         Tappahannock, Virginia              -                   363,327            596,839                  -             -
         Warren, Michigan                    -                   375,952            820,967                  -             -
         Wilimington, North Carolina         -                   348,663            626,806                  -             -

    Charley's Restaurants:
         King of Prussia, Pennsylvania       -                   965,223            549,565                  -             -
         McLean, Virginia                    -                   944,585            689,363                  -             -

    Chevy's Fresh Mex Restaurants:
         Annapolis, Maryland                 -                 1,372,077          1,566,797                  -             -
         Arapahoe, Colorado                  -                   986,426          1,680,312                  -             -
         Auburn Hills, Michigan              -                 1,122,087          2,017,496                  -             -
         Beaverton, Oregon                   -                   938,162          1,681,670                  -             -
         Bloomington, Minnesota              -                   869,178          1,309,759                  -             -
         Brandon, Florida                    -                   844,185          1,425,740                  -             -
         Clearwater, Florida                 -                   984,259          1,103,690                  -             -
         Greenbelt, Maryland                 -                   945,234          1,475,339                  -             -
         Independence, Missouri              -                 1,239,264          1,490,392                  -             -
         Kissimmee, Florida                  -                   570,815          1,536,290                  -             -
         Lake Oswego, Oregon                 -                   963,047          1,505,671                  -             -
         Las Vegas, Nevada                   -                 1,156,847          1,188,272                  -             -
         Lilburn, Georgia                    -                 1,089,268            931,637                  -             -
         Merriam, Kansas                     -                 1,032,271          1,074,834                  -             -
         Naperville, Illinois                -                   960,779          1,365,563                  -             -
         Olathe, Kansas                      -                   470,047          1,541,280                  -             -
         Orlando, Florida                    -                 1,495,716          1,674,517                  -             -
         Tampa, Florida                      -                   878,358          1,449,034                  -             -
         Tampa, Florida                      -                   869,408          1,548,972                  -             -
         Taylor, Michigan                    -                   844,918          1,712,340                  -             -

    Darryl's Restaurants:
         Evansville, Indiana                (y)                  563,479                  -                  -             -
         Hampton, Virginia                  (y)                  698,367            570,468                  -             -
         Huntsville, Alabama                (y)                  777,842            663,941                  -             -
         Knoxville, Tennessee               (y)                  589,574                  -                  -             -
         Louisville, Kentucky               (y)                  647,375                  -                  -             -
         Mobile, Alabama                     -                   495,195                  -                  -             -
         Montgomery, Alabama                (y)                  346,380                  -                  -             -
         Nashville, Tennessee               (y)                  513,218                  -                  -             -
         Orlando, Florida                    -                 1,485,631            772,853                  -             -
         Pensacola, Florida                 (y)                  389,394                  -                  -             -
         Raleigh, North Carolina            (y)                  840,525            505,176                  -             -
         Raleigh, North Carolina             -                 1,131,164            719,865                  -             -
         Richmond, Virginia                  -                   618,125                  -                  -             -
         Richmond, Virginia                 (y)                  311,196                  -                  -             -
         Winston-Salem, North Carolina       -                   436,867                  -                  -             -

    Del Taco Restaurant:
         Mesa, Arizona                       -                   641,080                  -            629,348             -

    Denny's Restaurants:
         Duncan, South Carolina              -                   219,702                  -                  -             -
         Greensboro, North Carolina          -                   361,025            572,098                  -             -
         Greenville, South Carolina          -                   457,851            454,566                  -             -
         Houston, Texas                      -                   392,818            664,851                  -             -
         Landrum, South Carolina             -                   155,398                  -                  -             -
         McKinney, Texas                     -                   439,961                  -                  -             -
         Mooresville, North Carolina         -                   307,292                  -                  -             -
         Pasadena, Texas                     -                   466,555            506,094                  -             -
         Santee, South Carolina              -                   328,506            358,314                  -             -
         Shawnee, Oklahoma                   -                   528,090            625,653                  -             -
         Tampa, Florida                      -                   397,302                  -                  -             -
         Topeka, Kansas                      -                   414,731                  -                  -             -
         Winter Springs, Florida             -                   555,232                  -                  -             -

    Einstein Brothers' Bagels
       Restaurants:
         Dearborn, Michigan                  -                   464,957                  -            178,078             -
         Springfield, Virginia               -                   628,804                  -             36,311             -

    Fazoli's Restaurant:
         Southaven, Mississippi              -                   485,013                  -                  -             -

    Golden Corral Family
       Steakhouse Restaurants:
         Bellevue, Nebraska                  -                   440,812                  -          1,039,283             -
         Brunswick, Georgia                  -                   456,629                  -          1,170,630             -
         Carlsbad, New Mexico                -                   384,221                  -            643,854             -
         Cleburne, Texas                     -                   359,455                  -            653,853             -
         Clovis, New Mexico                  -                   426,349            805,517                  -             -
         Columbia, Missouri                  -                   848,133          1,008,678                  -             -
         Columbia, Tennessee                 -                   442,218                  -            930,207             -
         Columbus, Ohio                      -                 1,031,098                  -          1,092,939             -
         Cookeville, Tennessee               -                   781,046                  -          1,277,050             -
         Corpus Christi, Texas               -                   576,548                  -            934,918             -
         Corsicana, Texas                    -                   349,227            699,756                  -             -
         Council Bluffs, Iowa                -                   546,078                  -            993,149             -
         Davenport, Iowa                     -                   601,296          1,344,016                  -             -
         Dover, Delaware                     -                 1,043,108                  -            977,508             -
         Dublin, Georgia                     -                   324,012                  -          1,029,242             -
         Dubuque, Iowa                       -                   564,242                  -          1,056,315             -
         Duncan, Oklahoma                    -                   161,390                  -          1,028,945             -
         Edmond, Oklahoma                    -                   569,664                  -          1,017,781             -
         Enid, Oklahoma                      -                   364,536                  -            865,147             -
         Evansville, Indiana                 -                   587,794                  -          1,262,175             -
         Evansville, Indiana                 -                   582,807                  -          1,387,885             -
         Flowood, Mississippi                -                   579,242                  -          1,229,239             -
         Fort Dodge, Iowa                    -                   320,880                  -          1,155,880             -
         Fort Walton Beach, Florida          -                   590,538                  -          1,176,436             -
         Fort Wayne, Indiana                 -                   738,839                  -            969,481             -
         Fort Worth, Texas                   -                   640,320            898,171                  -             -
         Henderson, Kentucky                 -                   380,709                  -          1,124,332             -
         Hopkinsville, Kentucky              -                   456,646                  -            861,803             -
         Jacksonville, Florida               -                   679,236                  -          1,469,954             -
         Jacksonville, Florida               -                   615,554                  -          1,184,073             -
         Jacksonville, Florida               -                   541,264                  -          1,173,738             -
         Liberty, Missouri                   -                   409,153                  -            943,712             -
         Lufkin, Texas                       -                   479,197                  -            954,051             -
         Moberly , Missouri                  -                   374,230                  -            838,342             -
         Mobile, Alabama                     -                   428,841                  -          1,031,457             -
         Muskogee, Oklahoma                  -                   395,839                  -            887,540             -
         Olathe, Kansas                      -                   548,821                  -          1,099,448             -
         Omaha, Nebraska                     -                   570,004                  -          1,271,666             -
         Palatka, Florida                    -                   322,433                  -            987,385             -
         Pensacola, Florida                  -                   633,459                  -          1,606,040             -
         Port Richey, Florida                -                   626,999                  -          1,130,692             -
         Rock Hill, South Carolina           -                   701,125                  -          1,254,740             -
         Tampa, Florida                      -                   825,650                  -          1,161,192             -
         Tulsa, Oklahoma                     -                   688,477                  -          1,237,344             -
         Universal City, Texas               -                   357,429                  -            650,249             -
         Waldorf, Maryland                   -                   870,832                  -          1,688,719             -
         Winchester, Kentucky                -                   303,633                  -            970,489             -

    Ground Round Restaurants:
         Allentown, Pennsylvania             -                   405,631            884,954                  -             -
         Cincinnati, Ohio                    -                   282,099            534,632                  -             -
         Crystal, Minnesota                  -                   370,667            431,642                  -             -
         Dubuque, Iowa                       -                   693,733            810,458                  -             -
         Ewing , New Jersey                  -                   371,254            685,847                  -             -
         Gloucester, New Jersey              -                   422,489            528,849                  -             -
         Janesville, Wisconsin               -                   451,235            548,178                  -             -
         Kalamazoo, Michigan                 -                   287,331            712,081                  -             -
         Nanuet, New York                    -                   375,116            605,067                  -             -
         Parma, Ohio                         -                   388,699            793,475                  -             -
         Reading, Pennsylvania               -                   728,574            793,410                  -             -
         Waterloo, Iowa                      -                   436,471            659,089                  -             -
         Wauwatosa, Wisconsin                -                   627,680            804,399                  -             -

    Guthrie's Restaurant:
         Hoover, Alabama (t)                 -                   493,536            619,786                  -             -

    Hardee's Restaurants:
         Chalkville, Alabama                (y)                  201,069            465,165                  -             -
         Columbia, Tennessee                (y)                  226,300                  -                  -             -
         Gulf Shores, Alabama               (y)                  409,444            604,784                  -             -
         Horn Lake, Mississippi             (y)                  302,787                  -                  -             -
         Johnson City, Tennessee             -                   215,567                  -                  -             -
         Mobile, Alabama                     -                   336,696                  -                  -             -
         Petal, Mississippi                 (y)                  324,298            420,017                  -             -
         Rock Hill, South Carolina           -                   256,050            476,149                  -             -
         Tusculum, Tennessee                (y)                  217,396            522,802                  -             -
         Warrior, Alabama                   (y)                  177,659                  -                  -             -
         West Point, Mississippi            (y)                  173,386                  -                  -             -

    Houlihan's Restaurants:
         Bethel Park, Pennsylvania           -                   846,183            595,601                  -             -
         Langhorne, Pennsylvania             -                   817,039            648,765                  -             -
         Plymouth Meeting, Pennsylvania      -                 1,181,460            908,880                  -             -

    International House of Pancakes
       Restaurants:
         Auburn, Washington                  -                   632,811          1,135,312                  -             -
         Castle Rock, Colorado               -                   540,896                  -          1,196,239             -
         Clarksville, Tennessee              -                   375,987            964,430                  -             -
         Elk Grove, California              (y)                  584,766                  -                  -             -
         Fairfax, Virginia                  (y)                1,096,763            705,345                  -             -
         Fort Worth, Texas                   -                   575,285            802,974                  -             -
         Fort Worth, Texas                  (y)                  565,639            923,669                  -             -
         Greeley, Colorado                  (y)                  416,279                  -            867,972             -
         Greenville, South Carolina         (y)                  476,847            961,606                  -             -
         Hollywood, California               -                 1,407,002                  -                  -             -
         Homewood, Alabama                  (y)                  545,112          1,029,900                  -             -
         Houston, Texas                     (y)                  645,365            856,532                  -             -
         Kansas City, Missouri              (y)                  512,481            831,202                  -             -
         Killeen, Texas                     (y)                  380,687            775,713                  -             -
         Lake Jackson, Texas                (y)                  460,167            802,640                  -             -
         Leesburg, Virginia                  -                   665,015            580,798                  -             -
         Leon Valley, Texas                 (y)                  593,624            918,024                  -             -
         Loveland, Colorado                 (y)                  488,259                  -                  -             -
         Murfreesboro, Tennessee            (y)                  647,414            871,268                  -             -
         Phoenix, Arizona                    -                   668,112            941,796                  -             -
         Port Arthur, Texas                 (y)                  382,950            957,912                  -             -
         Poughkeepsie, New York              -                   504,533            806,624                  -             -
         Pueblo, Colorado                   (y)                  387,562            891,943                  -             -
         Roseville, Michigan                 -                   282,868            843,648                  -             -
         Southaven, Mississippi             (y)                  579,175          1,176,434                  -             -
         Stockbridge, Georgia               (y)                  765,743            707,406                  -             -
         Victoria, Texas                    (y)                  319,237                  -                  -             -

    Jack In the Box Restaurants:
         Allen, Texas                       (y)                  711,642                  -            726,339             -
         Austin, Texas                      (y)                  446,800                  -            416,243             -
         Avondale, Arizona                  (y)                  605,063                  -            649,514             -
         Bacliff, Texas                      -                   419,488                  -            697,861             -
         Carson, California                  -                   457,821                  -            708,581             -
         Chandler, Arizona                  (y)                  481,456                  -            636,588             -
         Chandler, Arizona                   -                   604,724                  -            600,686             -
         Channelview, Texas                  -                   361,238                  -            711,595             -
         Corinth, Texas                     (y)                  396,864                  -            620,042             -
         Corning, California                (y)                  163,533            994,490                  -             -
         Dallas, Texas                      (y)                  369,886                  -            513,533             -
         Enumclaw, Washington                -                   124,468                  -            773,506             -
         Florissant, Missouri                -                   389,265                  -            779,211             -
         Folsum, California                 (y)                  635,343            703,067                  -             -
         Fort Worth, Texas                  (y)                  482,309            716,199                  -             -
         Fresno, California                  -                   286,850                  -            606,547             -
         Fresno, California                 (y)                  462,813                  -            573,816             -
         Garland, Texas                      -                   382,042                  -            613,690             -
         Georgetown, Texas                   -                   501,765                  -            754,996             -
         Granbury, Texas                     -                   405,902                  -            658,360             -
         Gun Barrel City, Texas             (y)                  284,046                  -            577,029             -
         Hillsboro, Oregon                   -                   699,773            892,546                  -             -
         Hollister, California               -                   537,223                  -            592,536             -
         Houston, Texas                      -                   370,342                  -            548,107             -
         Houston, Texas                      -                   420,521                  -            543,338             -
         Houston, Texas                      -                   545,485                  -            527,020             -
         Houston, Texas                      -                   403,002                  -            610,815             -
         Houston, Texas                      -                   375,776                  -            643,445             -
         Humble, Texas                       -                   372,584            746,622                  -             -
         Humble, Texas                       -                   437,667                  -            591,877             -
         Humble, Texas                      (y)                  390,509            596,872                  -             -
         Hutchins, Texas                    (y)                  272,937                  -            688,400             -
         Irvine, California                  -                   899,898                  -            733,701             -
         Kent, Washington                   (y)                  737,038                  -            604,806             -
         Kingsburg, California               -                   415,880                  -            649,681             -
         Las Vegas, Nevada                  (y)                  730,674                  -            600,180             -
         Los Angeles, California             -                   603,354            602,630                  -             -
         Los Angeles, California            (y)                  911,754                  -            581,552             -
         Los Angeles, California             -                   740,616            678,189                  -             -
         Los Angeles, California            (y)                  853,821                  -            635,185             -
         Los Angeles, California            (y)                1,076,096                  -            591,340             -
         Lufkin, Texas                      (y)                  418,351                  -            651,064             -
         Lufkin, Texas                      (y)                  363,967                  -            776,605             -
         Moscow, Idaho                       -                   217,851                  -            751,664             -
         Murietta, California                -                   387,455                  -            625,933             -
         Nacogdoches, Texas                 (y)                  383,591                  -            675,860             -
         Ontario, California                 -                   771,241                  -            793,229             -
         Orange, Texas                       -                   387,533                  -            787,843             -
         Oxnard, California                  -                   681,663                  -            642,924             -
         Palmdale, California                -                   631,275                  -            567,912             -
         Peoria, Arizona                     -                   496,689                  -            721,614             -
         Pflugerville, Texas                (y)                  717,246                  -            688,066             -
         Saint Louis, Missouri              (y)                  474,296                  -            759,049             -
         Salem, Oregon                      (y)                  501,168            699,067                  -             -
         San Antonio, Texas                 (y)                  274,362                  -            781,797             -
         San Antonio, Texas                  -                   311,466                  -            700,979             -
         Spring, Texas                       -                   475,748                  -            719,239             -
         Tacoma, Washington                 (y)                  495,529                  -            759,800             -
         Tigard, Oregon                     (y)                  353,396            904,688                  -             -
         Tyler, Texas                        -                   289,257                  -            699,525             -
         Waxahachie, Texas                  (y)                  477,580                  -            566,856             -
         Weatherford, Texas                  -                   464,986                  -            785,149             -
         West Sacramento, California         -                   523,089                  -            617,131             -
         Woodland, California                -                   358,130                  -            668,383             -

    KFC Restaurants:
         Baton Rouge, Louisiana              -                    89,282                  -            675,334             -
         Gretna, Louisiana                  (y)                  417,451                  -            420,493             -
         New Orleans, Louisiana             (y)                  310,574                  -            583,883             -
         New Orleans, Louisiana             (y)                  205,363                  -            627,202             -
         New Orleans, Louisiana             (y)                  315,037                  -            593,560             -
         New Orleans, Louisiana             (y)                  158,829                  -            530,826             -
         Port Allen, Louisiana               -                   165,191            858,299                  -             -
         Putnam, Connecticut                 -                   301,723                  -                  -             -

    Krystal Restaurants:
         Brandon, Mississippi                -                   340,115            687,423                  -             -
         Chattanooga, Tennessee              -                   445,493            594,649                  -             -
         Montgomery, Alabama                 -                   311,103            506,943                  -             -

    Leeann Chin Chinese Cuisine
      Restaurants:
         Chanhassen, Minnesota (u)           -                   376,929            639,875                  -             -
         Golden Valley, Minnesota (v)        -                   665,422                  -            481,311             -

    Little Lake Bryan Land:
         Orlando, Florida                    -                 4,894,106                  -                  -             -

    Mister Fables Restaurant:
         Grand Rapids, Michigan (w)          -                   320,594            559,433                  -             -

    Pizza Hut Restaurants:
         Adrian, Michigan                    -                   242,239                  -                  -             -
         Beaver, West Virginia               -                   212,053                  -                  -             -
         Beckley, West Virginia              -                   209,432                  -                  -             -
         Bedford, Ohio                       -                   174,721                  -                  -             -
         Belle, West Virginia                -                    46,737                  -                  -             -
         Bluefield, West Virginia            -                   120,449                  -                  -             -
         Bolivar, Ohio                       -                   190,009                  -                  -             -
         Bowling Green, Ohio                 -                   200,442                  -                  -             -
         Bowling Green, Ohio                 -                   135,831                  -                  -             -
         Carrolton, Ohio                     -                   187,082                  -                  -             -
         Cleveland, Ohio                     -                   126,494                  -                  -             -
         Cleveland, Ohio                     -                   116,849                  -                  -             -
         Cleveland, Ohio                     -                   226,163                  -                  -             -
         Cross Lanes, West Virginia          -                   215,881                  -                  -             -
         Defiance, Ohio                      -                   242,239                  -                  -             -
         Dover, Ohio                         -                   245,145                  -                  -             -
         East Cleveland, Ohio                -                   194,012                  -                  -             -
         Euclid, Ohio                        -                   202,050                  -                  -             -
         Fairview Park, Ohio                 -                   142,570                  -                  -             -
         Huntington, West Virginia           -                   212,093                  -                  -             -
         Hurricane, West Virginia            -                   180,803                  -                  -             -
         Lambertville, Michigan              -                    99,166                  -                  -             -
         Marietta, Ohio                      -                   169,454                  -                  -             -
         Mayfield Heights, Ohio              -                   202,552                  -                  -             -
         Middleburg Heights, Ohio            -                   216,518                  -                  -             -
         Millersburg, Ohio                   -                   213,090                  -                  -             -
         Milton, West Virginia               -                    99,815                  -                  -             -
         Monroe, Michigan                    -                   152,215                  -                  -             -
         New Philadelphia, Ohio              -                   149,206                  -                  -             -
         New Philadelphia, Ohio              -                   223,981                  -                  -             -
         North Olmstead, Ohio                -                   259,922                  -                  -             -
         Norwalk, Ohio                       -                   261,529                  -                  -             -
         Ronceverte, West Virginia           -                    99,733                  -                  -             -
         Sandusky, Ohio                      -                   259,922                  -                  -             -
         Seven Hills, Ohio                   -                   239,023                  -                  -             -
         Steubenville, Ohio                  -                   228,199                  -                  -             -
         Strongsville, Ohio                  -                   186,476                  -                  -             -
         Toledo, Ohio                        -                   128,604                  -                  -             -
         Toledo, Ohio                        -                   194,097                  -                  -             -
         Toledo, Ohio                        -                   208,480                  -                  -             -
         Toledo, Ohio                        -                   176,170                  -                  -             -
         Toledo, Ohio                        -                   197,227                  -                  -             -
         Uhrichsville, Ohio                  -                   279,779                  -                  -             -
         Weirton, West Virginia              -                         -                  -            178,187             -
         Wellsburg, West Virginia            -                   167,170                  -            168,363             -

    Pollo Tropical Restaurants:
         Coral Springs, Florida             (y)                  852,746          1,108,491                  -             -
         Davie, Florida                     (y)                  712,865            873,395                  -             -
         Fort Lauderdale, Florida           (y)                  397,878            923,975                  -             -
         Lake Worth, Florida                (y)                  435,465            915,232                  -             -
         Miami, Florida                     (y)                  918,258            764,150                  -             -
         Miami, Florida                     (y)                  654,766          1,195,901                  -             -
         Miami, Florida                     (y)                  683,560            614,256                  -             -
         Miami, Florida                     (y)                  789,680            604,283                  -             -
         Miami, Florida                     (y)                  911,013          1,011,766                  -             -
         Miami, Florida                      -                 1,244,893            918,257                  -             -
         Sunrise, Florida                   (y)                  569,436            968,749                  -             -

    Ponderosa Restaurants:
         Appleton, Wisconsin                 -                   181,153            561,582                  -             -
         Blue Springs, Missouri              -                   691,797          1,136,902                  -             -
         Eureka, Missouri                    -                   379,675            604,449                  -             -
         Indiana, Pennsylvania               -                   714,789                  -          1,317,317             -
         Johnstown, Pennsylvania             -                   599,391                  -          1,159,989             -
         Kissimmee, Florida                  -                   637,984            824,276                  -             -
         Massena, New York                   -                   129,816            659,340                  -             -
         Middletown, New York                -                   214,177            853,505                  -             -
         Oneonta, New York                   -                   366,941            524,341                  -             -

    Popeye's Famous Fried
       Chicken Restaurants:
         Thomasville, Georgia                -                   113,780            407,429                  -             -
         Valdosta, Georgia                   -                   158,880            378,057                  -             -

    Red Robin Restaurant:
         Columbus, Ohio                      -                   723,572                  -          1,080,644             -

    Rio Bravo Fresh Mex Cantina
      Restaurants:
         Altamonte Springs, Florida         (y)                1,259,828          1,623,073                  -             -
         Atlanta, Georgia                   (y)                1,463,644          1,874,198                  -             -
         Jacksonville, Florida              (y)                1,725,325          1,574,207                  -             -
         Lake Mary, Florida                 (y)                   88,077          2,019,028                  -             -
         Morrow, Georgia                    (y)                  934,922          1,842,623                  -             -
         Nashville, Tennessee               (y)                  956,799          2,692,320                  -             -

    Roadhouse Grill Restaurants:
         Brandon, Florida                   (y)                  914,103                  -            691,171             -
         Centerville, Ohio                   -                 1,227,360                  -            403,031             -
         Clearwater, Florida                (y)                1,370,391                  -            946,608             -
         Columbus, Ohio                      -                   884,184                  -            270,544             -
         Fairfield, Ohio                     -                 1,151,865                  -            910,321             -
         Grove City, Ohio                    -                   649,962                  -            978,307             -
         Jacksonville, Florida               -                 1,307,683                  -          1,031,615             -
         Jacksonville, Florida              (y)                  394,025                  -          1,442,752             -
         Pensacola, Florida                 (y)                  927,463                  -            691,228             -
         Pineville, North Carolina           -                 1,202,760                  -          1,275,957             -
         Rock Hill, South Carolina           -                   599,193                  -            436,441             -

    Rubio's Baja Grill Restaurant:
         Taylorsville, Utah (x)              -                   889,562            487,475                  -             -

    Ruby Tuesday's Restaurants:
         Bartow, Florida                     -                   416,311                  -            963,438             -
         Champlin, Minnesota                 -                   508,564                  -            776,930             -
         Colorado Springs, Colorado          -                   696,645                  -            984,791             -
         Coral Springs, Florida              -                   714,999                  -          1,012,478             -
         Dillon, Colorado                    -                   557,630                  -          1,047,984             -
         Draper, Utah                        -                   518,832                  -                  -             -
         Independence, Missouri              -                   980,703                  -                  -             -
         Kansas City, Missouri               -                   633,990                  -          1,058,846             -
         Lakeland, Florida                   -                   574,441            742,781                  -             -
         Lakewood, Washington                -                   430,741                  -            689,963             -
         London, Kentucky                    -                   354,415                  -                  -             -
         Orange City, Florida                -                   719,563                  -                  -             -
         Orlando, Florida                    -                   649,551                  -            127,094             -
         Port Saint Lucie, Florida           -                   436,830                  -            259,866             -
         Somerset, Kentucky                  -                   545,612                  -            868,606             -
         Vero Beach, Florida                 -                   537,770                  -          1,156,886             -

    Ruth's Chris Steak House
       Restaurant:
         Tampa, Florida                      -                 1,076,442          1,062,751                  -             -

    Ryan's Family Steak House
       Restaurant:
         Spring Hill, Florida                -                   591,371                  -          1,175,273             -

    Shoney's Restaurants:
         Indian Harbor Beach, Florida (m)    -                   309,101                  -            420,246             -
         Phoenix, Arizona                    -                   469,721                  -             85,872             -

    Sonny's Real Pit Bar-B-Q
       Restaurants:
         Athens, Georgia                     -                   628,688            962,524                  -             -
         Conyers, Georgia                    -                   371,021            593,171                  -             -
         Doraville, Georgia                  -                   585,461            812,822                  -             -
         Marietta, Georgia                   -                   527,572            870,710                  -             -
         Norcross, Georgia                   -                   734,105            961,287                  -             -
         Smyrna, Georgia                     -                   634,379            643,323                  -             -
         Thomasville, Georgia                -                   264,476                  -            825,466             -
         Venice, Florida                     -                   498,746                  -                  -             -

    Steak and Ale Restaurants:
         Altamonte Springs, Florida          -                 1,006,396            690,731                  -             -
         Austin, Texas                       -                   705,557                  -                  -             -
         Birmingham, Alabama                 -                   715,432                  -                  -             -
         College Park, Georgia               -                   802,361                  -                  -             -
         Conroe, Texas                       -                   590,733                  -                  -             -
         Greenville, South Carolina          -                   670,594                  -                  -             -
         Houston, Texas                      -                   776,694                  -                  -             -
         Houston, Texas                      -                   964,354                  -                  -             -
         Huntsville, Alabama                 -                   641,125                  -                  -             -
         Jacksonville, Florida               -                   670,491                  -                  -             -
         Maitland, Florida                   -                   684,164                  -                  -             -
         Memphis, Tennessee                  -                   810,316            798,412                  -             -
         Mesquite, Texas                     -                   592,342                  -                  -             -
         Miami, Florida                      -                   594,142                  -                  -             -
         Middletown, New Jersey              -                   933,759            763,368                  -             -
         Norcorss, Georgia                   -                   740,132                  -                  -             -
         Orlando, Florida                    -                   922,679            725,256                  -             -
         Palm Harbor, Florida                -                   487,021                  -                  -             -
         Pensacola, Florida                  -                   354,419                  -                  -             -
         Tulsa, Oklahoma                     -                   433,713                  -                  -             -

    Taco Bell Restaurants:
         Colonial Heights, Virginia          -                   447,458                  -            383,785             -
         Hayes, Virginia                     -                   299,870                  -                  -             -
         Livingston, Tennessee               -                   212,438                  -                  -             -
         Richmond, Virginia                  -                   474,588                  -            478,974             -
         Richmond, Virginia                  -                   404,578                  -            451,129             -
         Richmond, Virginia                  -                   402,947                  -                  -             -
         Saint Louis, Missouri               -                   308,915            351,160                  -             -
         Saint Louis, Missouri               -                   349,637                  -                  -             -
         Wentzville, Missouri                -                   336,432                  -            229,194             -
         Williamsburg, Virginia              -                   343,906                  -                  -             -

    Taco Bell/Pizza Hut Restaurants:
         Dallas, Texas (o)                  (y)                  335,196                  -            694,908             -

    Texas Roadhouse Restaurants:
         Ammon, Idaho                        -                   504,934                  -            826,842             -
         Aurora, Colorado                    -                   656,917                  -            483,589             -
         Cedar Rapids, Iowa                  -                   581,600                  -            104,177             -
         Gastonia, North Carolina            -                   237,777                  -          1,152,076             -
         Hickory, North Carolina            (y)                  554,901                             1,032,705             -
         Shively, Kentucky                  (y)                  713,534            995,529                  -             -

    TGI Friday's Restaurants:
         El Paso, Texas                      -                   599,160                  -                  -             -
         Goodyear, Arizona                   -                   971,812                  -          1,461,969             -
         Henderson, Nevada                   -                 1,387,007                  -          1,996,405             -
         Independence, Missouri              -                   856,278                  -                  -             -
         Lakeland, Florida                   -                   571,236                  -          1,296,199             -
         Leawood, Kansas                     -                 2,437,336                  -              9,243             -
         Mesa, Arizona                       -                   914,342                  -                  -             -
         Shawnee, Kansas                     -                   886,592                  -          1,624,138             -
         Temecula, California                -                 1,239,033                  -          1,479,124             -
         Union City, California              -                 1,203,257                  -          1,892,964             -

    TropiGrill Restaurants:
         Altamonte Springs, Florida         (y)                  548,886            700,856                  -             -
         Orlando, Florida                   (y)                  618,372            631,370                  -             -

    Tumbleweed Southwest Mesquite
       Bar & Grill Restaurants:
         Clarksville, Tennessee              -                   608,678                  -                  -             -
         Cookeville, Tennessee               -                   511,084                  -                  -             -
         Hermitage, Tennessee                -                   551,646                  -                  -             -
         Murfreesboro, Tennessee             -                   514,900                  -                  -             -
         Nashville, Tennessee                -                   420,176                  -                  -             -

    Village Inn Restaurant:
         Omaha, Nebraska                     -                   511,811            756,304                  -             -

    Wendy's Old Fashioned
       Hamburgers Restaurants:
         Camarillo, California               -                   640,066                  -            688,918             -
         Knoxville, Tennessee                -                   358,027                  -            444,622             -
         Knoxville, Tennessee               (y)                  555,813                  -            442,025             -
         Paso Robles, California            (y)                  488,270                  -            783,849             -
         Santa Maria, California             -                         -                  -            302,359             -
         Westlake Village, California        -                   841,374                  -            699,082             -
                                                        -----------------
                                                        =================  =================  =================  ============
                                                            $330,002,516       $175,829,231       $192,432,181             -
                                                        =================  =================  =================  ============


Property of Joint  Venture in Which the
    Company has a 59.22% Interest and has
    Invested in Under an Operating Lease:

    Bennigan's Restaurant:
         Orlando, Florida                    -                  $708,297                  -         $1,008,108             -
                                                        =================  =================  =================  ============


Properties the Company
    has Invested in Under
    Direct Financing Leases:

    Applebee's Restaurants:
         Freeport, Illinois                  -                   197,631          1,008,908                  -             -
         Moscow, Idaho                       -                         -                  -          1,238,460             -
         Rockford, Illinois                  -                         -          1,096,139                  -             -
         Salinas, California                 -                         -                  -            794,058             -
         Tullahoma, Tennessee                -                   324,362          1,009,364                  -             -

    Arby's Restaurants:
         Bartow, Florida                     -                         -                  -            419,771             -
         Brooksville, Florida                -                         -            373,970                  -             -
         Brooksville, Florida                -                         -            427,500                  -             -
         Elfers, Florida                     -                         -            403,422                  -             -
         Grand Rapids, Michigan (k)          -                         -                  -            938,296             -
         Hudson, Florida                     -                         -            495,426                  -             -
         Lakeland, Florida                   -                         -            458,110                  -             -
         Plant City, Florida                 -                         -            449,949                  -             -

    Barb Wires Steakhouse
      Restaurants:
         Lawrence, Kansas                    -                         -          1,022,607                  -             -

    Bennigan's Restaurants:
         Bedford, Texas                      -                         -            954,774                  -             -
         Clearwater, Florida                 -                         -          1,043,049                  -             -
         Colorado Springs, Colorado          -                         -            902,872                  -             -
         Englewood, Colorado                 -                         -          1,131,082                  -             -
         Florham Park, New Jersey            -                         -          1,092,401                  -             -
         Houston, Texas                      -                         -            985,394                  -             -
         Jacksonville, Florida               -                         -            819,356                  -             -
         Jacksonville, Florida               -                         -          1,061,339                  -             -
         North Richland Hills, Texas         -                         -            983,252                  -             -
         Oklahoma City, Oklahoma             -                         -          1,015,084                  -             -
         Pensacola, Florida                  -                         -            980,438                  -             -
         Saint Louis Park, Minnesota         -                         -          1,280,033                  -             -
         Tampa, Florida                      -                         -          1,312,146                  -             -
         Winston-Salem, North Carolina       -                   247,828            992,552                  -             -
         Woodridge, Illinois                 -                         -            991,688                  -             -

    Big Boy Restaurants:
         Bridgeton, Missouri (m)             -                         -                  -            677,631             -
         Woodson Terrace, Missouri (m)       -                         -                  -          1,246,946             -

    Black Angus Restaurant:
         Dublin, California                  -                         -                  -          1,247,473             -

    Black-eyed Pea Restaurants:
         Albuquerque, New Mexico (m)         -                         -            705,746                  -             -
         Albuquerque, New Mexico (m)         -                         -            704,757                  -             -
         Bedford, Texas                      -                         -            655,028                  -             -
         Dallas, Texas                       -                         -                  -            655,011             -
         Dallas, Texas                       -                         -            698,827                  -             -
         Forestville, Maryland               -                         -            681,034                  -             -
         Fort Worth, Texas                   -                         -            655,014                  -             -
         Hillsboro, Texas                    -                         -                  -            716,364             -
         Houston, Texas                      -                         -            685,977                  -             -
         Mesa, Arizona                       -                         -            906,740                  -             -
         Oklahoma City, Oklahoma             -                         -            651,523                  -             -
         Phoenix, Arizona                    -                         -            677,681                  -             -
         Phoenix, Arizona                    -                         -            677,805                  -             -
         Phoenix, Arizona                    -                         -            682,141                  -             -
         Scottsdale, Arizona                 -                         -                  -            823,188             -
         Tucson, Arizona (m)                 -                         -            678,333                  -             -
         Waco, Texas (m)                     -                         -            699,815                  -             -
         Wichita, Kansas (m)                 -                         -            698,827                  -             -

    Burger King Restaurants:
         Atlanta, Georgia                    -                         -                  -            582,222             -
         Lacey, Washington                   -                         -            840,711                  -             -
         Montgomery, Alabama                 -                         -            966,175                  -             -
         Olympia, Washington                 -                         -            920,058                  -             -
         Port Angeles, Washington            -                         -            696,026                  -             -
         Prattville, Alabama                 -                   262,664            812,946                  -             -
         Tuskegee, Alabama                   -                   127,618            899,076                  -             -

    Darryl's Restaurants:
         Evansville, Indiana                (y)                        -            974,401                  -             -
         Knoxville, Tennessee               (y)                        -            709,047                  -             -
         Louisville, Kentucky               (y)                        -            915,201                  -             -
         Mobile, Alabama                     -                         -          1,009,042                  -             -
         Montgomery, Alabama                (y)                        -            952,382                  -             -
         Nashville, Tennessee               (y)                        -            736,400                  -             -
         Pensacola, Florida                 (y)                        -            725,709                  -             -
         Richmond, Virginia                  -                         -            775,617                  -             -
         Richmond, Virginia                 (y)                        -            650,175                  -             -
         Winston-Salem, North Carolina       -                         -            812,752                  -             -

    Denny's Restaurants:
         Akron, Ohio                         -                   137,424            938,202                  -             -
         Duncan, South Carolina              -                         -            826,770                  -             -
         Landrum, South Carolina             -                         -            492,869                  -             -
       McMcKinney,eTexas                     -                         -            655,052                  -             '
         Mooresville, North Carolina         -                         -            736,649                  -             -
       TaTampa,lFlorida                      -                         -                  -            715,957             -
         Topeka, Kansas                      -                         -            700,166                  -             -
         Winter Springs, Florida             -                         -            886,915                  -             -

    Fazoli's Restaurant:
      Southaven, Mississippi                 -                         -                  -            609,277             -

    Golden Corral Family
       Steakhouse Restaurants:
         Eastlake, Ohio                      -                   256,332          1,473,307                  -             -

    Hardee's Restaurants:
         Aynor, South Carolina              (y)                   44,871            557,446                  -             -
         Biscoe, North Carolina             (y)                   60,301            519,290                  -             -
         Columbia, Tennessee                (y)                        -            644,519                  -             -
         Horn Lake, Mississippi             (y)                        -            622,268                  -             -
         Iuka, Mississippi                  (y)                  130,258            546,459                  -             -
         Johnson City, Tennessee             -                         -            618,318                  -             -
         Mobile, Alabama                     -                         -            540,173                  -             -
         Warrior, Alabama                   (y)                        -            518,434                  -             -
         West Point, Mississippi            (y)                        -            569,388                  -             -

    International House of
       Pancakes Restaurants:
         Alexandria, Virginia                -                         -            852,645                  -             -
         Anderson, South Carolina            -                         -            957,414                  -             -
         Blue Bell, Pennsylvania             -                         -            829,834                  -             -
         Chesapeake, Virginia                -                         -          1,059,499                  -             -
         Corpus Christi, Texas               -                         -            864,457                  -             -
         Crestwood, Illinois                 -                         -            935,262                  -             -
         Elk Grove, California              (y)                        -          1,039,584                  -             -
         Flagstaff, Arizona                  -                   293,762          1,121,276                  -             -
         Fredericksburg, Virginia            -                         -            972,595                  -             -
         Hickory, North Carolina             -                         -          1,202,183                  -             -
         Hollywood, California               -                         -            994,845                  -             -
         Houston, Texas                      -                         -          1,017,365                  -             -
         Loveland, Colorado                 (y)                        -            963,597                  -             -
         Maryville, Tennessee               (y)                  243,825            963,231                  -             -
         Montgomery, Alabama                 -                         -            843,378                  -             -
         Pittsburg, California               -                         -          1,014,264                  -             -
         Plano, Texas                        -                         -            982,443                  -             -
         Salem, New Hampshire                -                         -            779,153                  -             -
         San Antonio, Texas                  -                         -          1,081,335                  -             -
         Tuscaloosa, Alabama                 -                         -            930,720                  -             -
         Victoria, Texas                    (y)                        -            814,015                  -             -
         Virginia Beach, Virginia            -                         -          1,013,830                  -             -
         Warner Robins, Georgia              -                         -            833,493                  -             -

    KFC Restaurant:
         Putnam, Connecticut                 -                         -            530,846                  -             -

    On the Border Restaurant:
         San Antonio, Texas                  -                         -                  -          1,305,217             -

    Popeye's Famous Fried
       Chicken Restaurant:
         Starke, Florida                     -                   208,910                  -            427,066             -

    Ruby Tuesday's Restaurants:
         Draper, Utah                        -                         -                  -          1,036,077             -
         Independence, Missouri              -                         -                  -            554,092             -
         London, Kentucky                    -                         -                  -            845,249             -
         Louisville, Kentucky                -                         -                  -          1,072,199             -
         Orange City, Florida                -                         -                  -          1,047,180             -
         Puyallup, Washington                -                         -                  -            934,118             -
         Sebring, Florida                    -                   230,828                  -            775,603             -
         Saint George, Utah                  -                         -                  -            895,583             -

    Sonny's Real Pit Bar-B-Q
      Restaurant:
         Venice, Florida                     -                         -          1,004,407                  -             -

    Steak and Ale Restaurants:
         Austin, Texas                       -                         -            745,609                  -             -
         Birmingham, Alabama                 -                         -            681,623                  -             -
         College Park, Georgia               -                         -            909,525                  -             -
         Conroe, Texas                       -                         -          1,032,606                  -             -
         Greenville, South Carolina          -                         -          1,180,342                  -             -
         Houston, Texas                      -                         -          1,092,606                  -             -
         Houston, Texas                      -                         -            978,733                  -             -
         Huntsville, Alabama                 -                         -            810,041                  -             -
         Jacksonville, Florida               -                         -            879,060                  -             -
         Maitland, Florida                   -                         -            791,599                  -             -
         Mesquite, Texas                     -                         -            908,017                  -             -
         Miami, Florida                      -                         -          1,176,774                  -             -
         Norcorss, Georgia                   -                         -            966,814                  -             -
         Palm Harbor, Florida                -                         -            816,569                  -             -
         Pensacola, Florida                  -                         -            826,191                  -             -
         Tulsa, Oklahoma                     -                         -          1,067,543                  -             -

    Taco Bell Restaurants:
         Hayes, Virginia                     -                         -                  -            443,302             -
         Livingston, Tennessee               -                         -                  -            436,198             -
         Richmond, Virginia                  -                         -                  -            575,079             -
         Saint Louis, Missouri               -                         -            471,686                  -             -
         Williamsburg, Virginia              -                         -                  -            438,410             -

    Texas Roadhouse Restaurant:
         Fayetteville, North Carolina        -                         -            944,114                  -             -

    TGI Friday's Restaurants:
         El Paso, Texas                      -                         -                  -          1,089,566             -
         Independence, Missouri              -                         -                  -          1,664,913             -
         Mesa, Arizona                       -                         -                  -          1,440,217             -

    TGI Friday's/Redfish Looziana
      Roadhouse Restaurants:
         San Diego, California (n)           -                 2,399,895                  -          3,646,084             -

    Tumbleweed Southwest Mesquite
       Bar & Grill Restaurants:
         Clarksville, Tennessee              -                         -                  -            934,598             -
         Cookeville, Tennessee               -                         -          1,029,717                  -             -
         Hendersonville, Tennessee           -                         -            782,282                  -             -
         Hermitage, Tennessee                -                         -                  -            965,664             -
         Murfreesboro, Tennessee             -                         -            976,699                  -             -
         Nashville, Tennessee                -                         -                  -            949,367             -
                                                                                                                           -
    Wendy's Old Fashioned                                                                                                  -
       Hamburgers Restaurants:                                                                                             -
         Carmel Mountain, California         -                         -            594,856                  -             -
         Knoxville, Tennessee                -                         -                  -            463,995             -
         San Diego, California               -                         -                  -            590,058             -
         Sevierville, Tennessee              -                         -                  -            531,726             -
         Seymour, Tennessee                  -                         -                  -            472,670             -
                                                        =================  =================  =================  ============
                                                              $5,166,509       $101,256,723        $34,198,885             -
                                                        =================  =================  =================  ============






                     Gross Amount at Which                                                           Life on Which
               Carried at Close of Period (b) (m)                                                   Depreciation in
-----------------------------------------------------                          Date                   Latest Income
                       Buildings and                         Accumulated     of Con-      Date        Statement is
      Land              Improvements         Total           Depreciation    struction   Acquired       Computed
------------------   ------------------------------------  ---------------------------------------------------------





          609,696             770,331          1,380,027            34,770     1991       08/98          (e)
          556,070             983,010          1,539,080            44,370     1995       08/98          (e)
          625,868             936,068          1,561,936            42,251     1996       08/98          (e)
          489,867           1,003,630          1,493,497            45,301     1993       08/98          (e)
          549,651             966,628          1,516,279            43,631     1994       08/98          (e)
          735,272             827,474          1,562,746            37,350     1992       08/98          (e)
          390,058             943,019          1,333,077            42,565     1997       08/98          (e)
          568,168             925,046          1,493,214            41,754     1998       08/98          (e)
          740,165             835,996          1,576,161            37,734     1995       08/98          (e)
          874,094             880,494          1,754,588            60,724    1997        12/96          (e)
          537,410                  (g)           537,410                (h)    1999       08/99          (h)
          603,828                  (g)           603,828                (h)    1996       01/99          (h)
          778,775           1,131,575          1,910,350             8,474     1999       10/99          (e)
          786,475                  (g)           786,475                (h)    1997       02/97          (h)


          508,120             630,308          1,138,428             5,178     1999       12/99          (e)
          230,720             455,946            686,666            24,171     1988       05/98          (e)
          648,459             683,390          1,331,849            32,094     1998       08/98          (e)
          326,788             391,270            718,058            12,354     1995       01/99          (e)
          338,486             497,282            835,768            54,497     1996       09/96          (e)
          226,428                  (g)           226,428                (h)    1995       01/99          (h)
          266,606                  (g)           266,606                (h)    1994       01/99          (h)
          248,277                  (g)           248,277                (h)    1984       01/99          (h)
          586,477             606,850          1,193,327            21,170     1998       12/98          (e)
          307,909             622,689            930,598             5,189     1999       12/99          (e)
          441,770             621,014          1,062,784            30,243     1998       07/98          (e)
          483,868             576,483          1,060,351            20,009     1999       12/98          (e)
          709,624             540,955          1,250,579               247     1999       12/99          (e)
          242,777                  (g)           242,777                (h)    1992       01/99          (h)
          434,000             285,499            719,499                (c)    (d)        10/99          (c)
          312,670                  (g)           312,670                (h)    1995       08/95          (h)
          363,478             404,650            768,128            32,492     1990       08/97          (e)
          277,986             490,143            768,129            39,357     1995       08/97          (e)
          270,539                  (g)           270,539                (h)    1993       01/99          (h)
                -             595,455            595,455                (c)    (d)        11/99          (c)
          439,935             670,560          1,110,495             5,588     1999       12/99          (e)
          228,364             539,764            768,128            43,341     1995       08/97          (e)
          276,567             505,359            781,926            58,612     1995       07/96          (e)
          273,325             413,077            686,402            33,169     1994       08/97          (e)
          268,545             485,160            753,705            38,957     1995       08/97          (e)
          235,996                  (g)           235,996                (h)    1990       01/99          (h)
          320,924             463,347            784,271            38,052     1992       07/97          (e)
                -             336,297            336,297                (c)    (d)        12/99          (c)
          463,047             621,088          1,084,135            33,030     1998       05/98          (e)
          196,251                  (g)           196,251                (h)    1991       01/99          (h)
          412,516             673,289          1,085,805            20,829     1998       01/99          (e)
          583,128             444,307          1,027,435                (c)    (d)        09/99          (c)
          421,059             632,791          1,053,850             9,376     1999       07/99          (e)
          322,412             371,694            694,106            11,736     1992       01/99          (e)
          504,163             485,272            989,435                (c)    (d)        09/99          (c)
          733,180             665,895          1,399,075            17,560     1999       03/99          (e)
          498,427             701,500          1,199,927             5,846     1999       09/99          (e)
          522,786             289,350            812,136            10,465     1998       12/98          (e)


          449,010             728,259          1,177,269             4,323     1978       10/99          (e)
          679,830           1,041,258          1,721,088             6,181     1987       10/99          (e)
          419,238             848,874          1,268,112             5,039     1979       10/99          (e)
          543,966           1,131,838          1,675,804             6,719     1991       10/99          (e)
          573,069             468,307          1,041,376             2,780     1980       10/99          (e)
          647,562             869,687          1,517,248             5,163     1977       10/99          (e)
          488,663           1,141,844          1,630,506             6,778     1992       10/99          (e)
          664,403             852,845          1,517,248             5,063     1970       10/99          (e)
          567,083           1,176,715          1,743,798             6,985     1978       10/99          (e)
          375,257             734,314          1,109,571             4,359     1977       10/99          (e)
          614,512             630,952          1,245,464             3,745     1977       10/99          (e)
          518,276             591,047          1,109,323             3,508     1980       10/99          (e)
          586,045             718,306          1,304,351             4,264     1977       10/99          (e)



          493,489                  (g)           493,489                (h)    1994       08/97          (h)


          714,194           1,302,733          2,016,927           119,387     1997       04/97          (e)
          944,185           1,504,357          2,448,542                (c)    (d)        10/99          (c)
          768,333                  (g)           768,333                (h)    1986       06/98          (h)
        1,419,261              95,308          1,514,569                (c)    (d)        12/99          (c)
          900,038                  (g)           900,038                (h)    1979       06/98          (h)
          794,255                  (g)           794,255                (h)    1979       06/98          (h)
        1,419,261              95,308          1,514,569                (c)    (d)        12/99          (c)
          665,141                  (g)           665,141                (h)    1984       06/98          (h)
        1,460,179             901,042          2,361,221            46,348     1982       06/98          (e)
        1,077,645                  (g)         1,077,645                (h)    1983       06/98          (h)
        1,009,338              44,400          1,053,738                (c)    (d)        12/99          (c)
        1,028,193           1,512,031          2,540,224                (c)    (d)        08/99          (c)
          908,502                  (g)           908,502                (h)    1979       06/98          (h)
          779,387                  (g)           779,387                (h)    1983       06/98          (h)
          832,557                  (g)           832,557                (h)    1981       06/98          (h)
        1,075,230             501,111          1,576,342                (c)    (d)        10/99          (c)
        1,305,939           1,030,685          2,336,624            53,017     1982       06/98          (e)
          886,048                  (g)           886,048                (h)    1979       06/98          (h)
          693,453           1,072,916          1,766,369             8,941     1998       12/98          (e)
          756,750                  (g)           756,750                (h)    1986       06/98          (h)
        1,585,461             874,143          2,459,604            44,964     1978       06/98          (e)
          692,093                  (g)           692,093                (h)    1983       06/98          (h)
          885,111                  (g)           885,111                (h)    1976       06/98          (h)
          734,245                  (g)           734,245                (h)    1980       06/98          (h)
          789,680                  (g)           789,680                (h)    1987       12/98          (h)


          298,330             771,486          1,069,816            19,992     1986       03/99          (e)
          373,239             873,481          1,246,720            14,558     1999       06/99          (e)
          289,405             434,316            723,721                (c)    (d)        02/99          (c)
          168,583             878,386          1,046,969            27,094     1992       01/99          (e)
          251,187             737,670            988,857            13,581     1982       06/99          (e)
          346,116             829,946          1,176,062            22,265     1987       03/99          (e)
          496,025             792,520          1,288,545                (c)    (d)        01/99          (c)
          273,460             694,837            968,297             9,339     1999       08/99          (e)
          624,303             952,724          1,577,027            24,688     1986       03/99          (e)
          395,842             631,903          1,027,745            13,564     1978       04/99          (e)
          122,097             974,597          1,096,694            25,166     1990       03/99          (e)
          623,709             933,059          1,556,768             7,917     1997       04/97          (e)
          515,607             838,027          1,353,634            17,258     1981       05/99          (e)
          460,466             720,050          1,180,516            17,590     1982       04/99          (e)
          401,115             667,600          1,068,715            12,377     1997       06/99          (e)
          656,263           1,162,746          1,819,009             9,690     1997       08/97          (e)
          503,048             626,215          1,129,263            12,671     1979       05/99          (e)
          366,776             778,584          1,145,360            24,086     1999       01/99          (e)
          644,889             991,991          1,636,880            20,444     1981       05/99          (e)
          450,010             760,630          1,210,640            15,489     1979       05/99          (e)
          369,314             704,550          1,073,864            19,801     1984       02/99          (e)
          466,949             630,982          1,097,931            14,797     1984       04/99          (e)
          437,383             770,447          1,207,830            23,061     1991       02/99          (e)
          318,979           1,013,110          1,332,089            21,511     1999       05/99          (e)
          238,400             700,519            938,919            15,927     1987       04/99          (e)
          608,835             859,893          1,468,728            12,921     1992       07/99          (e)
          376,905             692,124          1,069,029            18,946     1981       03/99          (e)
          373,164             869,059          1,242,223            10,655     1993       08/99          (e)
          744,126                  (g)           744,126                (h)    1994       05/99          (h)


          678,779           1,049,420          1,728,199             4,888     1999       11/99          (e)
          744,764           1,082,896          1,827,660            25,052     1998       04/99          (e)
          883,976           1,311,307          2,195,283            10,928     1999       09/99          (e)
          362,141             989,635          1,351,776            48,375     1996       07/98          (e)
          404,881                  (g)           404,881                (h)    1996       10/97          (h)
          514,282             989,138          1,503,420             8,243     1999       09/99          (e)
          683,537           1,124,255          1,807,792            16,658     1999       07/99          (e)
          821,011           1,056,003          1,877,014             8,197     1999       10/99          (e)
          784,939                  (g)           784,939                (h)    1994       09/97          (h)
          568,087             974,706          1,542,793            25,412     1998       03/99          (e)


        1,023,806                  (g)         1,023,806                (h)    1999       09/99          (h)
          800,046           1,192,375          1,992,421             8,929     1999       10/99          (e)


          774,448             507,587          1,282,035            45,822     1997       04/97          (e)
          585,818             866,641          1,452,459            68,401     1997       08/97          (e)
          507,544             328,353            835,897            27,025     1997       07/97          (e)
          353,608             606,470            960,078            36,416     1997       05/98          (e)
          365,784             605,763            971,547            65,389     1996       10/96          (e)
          705,522             626,845          1,332,367            62,856     1996       12/96          (e)
          667,992             661,776          1,329,768            51,809     1997       08/97          (e)
          566,562             403,730            970,292            25,279     1997       04/98          (e)
          885,567             648,755          1,534,322            50,375     1997       09/97          (e)
          631,336             675,111          1,306,447            55,566     1997       07/97          (e)
          515,827             572,706          1,088,533            42,940     1997       10/97          (e)
          469,041             336,295            805,336            26,555     1997       08/97          (e)
          473,596             586,377          1,059,973            48,102     1997       07/97          (e)
          526,092             504,483          1,030,575            37,594     1997       10/97          (e)
          528,118             340,297            868,415            36,081     1996       10/96          (e)
          378,786             388,489            767,275            39,381     1996       12/96          (e)
          482,361             316,135            798,496            23,883     1997       09/97          (e)
          448,185             681,598          1,129,783            56,784     1997       07/97          (e)
          788,248             209,449            997,697            23,601     1996       07/96          (e)
          751,576             757,026          1,508,602            62,308     1997       07/97          (e)
          651,867             775,634          1,427,501            63,839     1997       07/97          (e)
          234,685             589,367            824,052            36,788     1994       04/98          (e)


          569,782             294,878            864,660            23,896     1997       04/97          (e)


          597,021             962,188          1,559,210            30,123     1982       03/99          (e)
          394,712                  (g)           394,712                (h)    1998       06/98          (h)
          543,095             620,617          1,163,712            70,337     1996       08/96          (e)
          217,079             833,772          1,050,851            14,505     1999       06/99          (e)
          680,192             575,426          1,255,618            50,765     1997       05/97          (e)
          769,842             411,012          1,180,854            35,512     1997       05/97          (e)
          917,717             784,590          1,702,307            74,214     1996       02/97          (e)
          349,582             385,483            735,065                (c)    (d)        09/99          (c)
          445,471             434,907            880,378            11,508     1971       03/99          (e)
          387,913             560,993            948,906            14,845     1991       03/99          (e)
          323,106           1,219,165          1,542,270            36,923     1991       03/99          (e)
          672,815             621,133          1,293,948            69,885     1996       08/96          (e)
          477,686             719,221          1,196,907            19,031     1989       03/99          (e)
          233,468             689,696            923,164            66,812     1970       02/97          (e)
          308,272                  (g)           308,272                (h)    1993       01/99          (h)
          360,438           1,062,531          1,422,969            32,778     1988       03/99          (e)
          339,900             745,696          1,085,597            19,732     1987       03/99          (e)
          448,745             626,866          1,075,610            19,278     1988       01/99          (e)
          775,925             458,838          1,234,763            12,141     1971       03/99          (e)
          402,927                  (g)           402,927                (h)    1988       01/99          (h)
          379,798             695,812          1,075,610            21,399     1990       01/99          (e)
          273,353             718,493            991,846            19,012     1973       03/99          (e)
        1,211,346             829,339          2,040,685            90,886     1996       09/96          (e)
          546,261             714,114          1,260,375            57,711     1997       07/97          (e)
          625,123             958,670          1,583,793            30,031     1974       03/99          (e)
          261,321             802,689          1,064,010            21,240     1975       03/99          (e)
          424,416             822,399          1,246,814            25,292     1995       01/99          (e)
          281,966             581,637            863,603            15,391     1967       03/99          (e)
          479,315             497,291            976,606                (c)    (d)        08/99          (c)
          363,327             596,839            960,166            15,793     1987       03/99          (e)
          375,952             820,967          1,196,919            21,724     1987       03/99          (e)
          348,663             626,806            975,469            11,019     1999       06/99          (e)


          965,223             549,565          1,514,788            46,801     1977       06/97          (e)
          944,585             689,363          1,633,948            58,706     1971       06/97          (e)


        1,372,077           1,566,797          2,938,874             3,434     1999       06/99          (e)
          986,426           1,680,312          2,666,738           112,174     1994       12/97          (e)
        1,122,087           2,017,496          3,139,583            48,365     1999       04/99          (e)
          938,162           1,681,670          2,619,832           112,265     1995       12/97          (e)
          869,178           1,309,759          2,178,937            31,398     1999       04/99          (e)
          844,185           1,425,740          2,269,926            34,179     1999       04/99          (e)
          984,259           1,103,690          2,087,949            26,458     1999       04/99          (e)
          945,234           1,475,339          2,420,573            98,491     1994       12/97          (e)
        1,239,264           1,490,392          2,729,656            35,729     1999       04/99          (e)
          570,815           1,536,290          2,107,105            36,829     1999       04/99          (e)
          963,047           1,505,671          2,468,718           100,516     1995       12/97          (e)
        1,156,847           1,188,272          2,345,119            39,935     1997       12/98          (e)
        1,089,268             931,637          2,020,905            22,334     1999       04/99          (e)
        1,032,271           1,074,834          2,107,105            25,767     1999       04/99          (e)
          960,779           1,365,563          2,326,342            74,139     1990       05/98          (e)
          470,047           1,541,280          2,011,327            36,948     1999       04/99          (e)
        1,495,716           1,674,517          3,170,232            40,143     1999       04/99          (e)
          878,358           1,449,034          2,327,392            34,737     1999       04/99          (e)
          869,408           1,548,972          2,418,380            37,133     1999       04/99          (e)
          844,918           1,712,340          2,557,257            41,049     1999       04/99          (e)


          563,479                  (g)           563,479                (h)    1983       06/97          (h)
          698,367             570,468          1,268,835            48,581     1983       06/97          (e)
          777,842             663,941          1,441,783            56,541     1981       06/97          (e)
          589,574                  (g)           589,574                (h)    1983       06/97          (h)
          647,375                  (g)           647,375                (h)    1983       06/97          (h)
          495,195                  (g)           495,195                (h)    1983       06/97          (h)
          346,380                  (g)           346,380                (h)    1984       06/97          (h)
          513,218                  (g)           513,218                (h)    1981       06/97          (h)
        1,485,631             772,853          2,258,484            65,816     1983       06/97          (e)
          389,394                  (g)           389,394                (h)    1983       06/97          (h)
          840,525             505,176          1,345,701            43,021     1980       06/97          (e)
        1,131,164             719,865          1,851,029            61,304     1972       06/97          (e)
          618,125                  (g)           618,125                (h)    1982       06/97          (h)
          311,196                  (g)           311,196                (h)    1982       06/97          (h)
          436,867                  (g)           436,867                (h)    1978       06/97          (h)


          641,080             629,348          1,270,428             4,311     1999       10/99          (e)


          219,702                  (g)           219,702                (h)    1992       03/99          (h)
          361,025             572,098            933,123            15,138     1992       03/99          (e)
          457,851             454,566            912,417            12,028     1985       03/99          (e)
          392,818             664,851          1,057,669            17,593     1985       03/99          (e)
          155,398                  (g)           155,398                (h)    1992       03/99          (h)
          439,961                  (g)           439,961                (h)    1996       06/96          (h)
          307,292                  (g)           307,292                (h)    1992       03/99          (h)
          466,555             506,094            972,649            72,870     1981       09/95          (e)
          328,506             358,314            686,819             9,481     1992       03/99          (e)
          528,090             625,653          1,153,743            90,080     1987       09/95          (e)
          397,302                  (g)           397,302                (h)    1997       08/97          (h)
          414,731                  (g)           414,731                (h)    1989       03/99          (h)
          555,232                  (g)           555,232                (h)    1994       03/99          (h)



          464,957             178,078            643,035            14,673     1997       07/97          (e)
          628,804              36,311            665,115             3,009     1997       07/97          (e)


          485,013                  (g)           485,013                (h)    1999       02/99          (h)



          440,812           1,039,283          1,480,095            24,914     1999       04/99          (e)
          456,629           1,170,630          1,627,259            49,738     1998       09/98          (e)
          384,221             643,854          1,028,075            93,339     1995       09/95          (e)
          359,455             653,853          1,013,308            91,986     1995       10/95          (e)
          426,349             805,517          1,231,866            39,301     1997       07/98          (e)
          848,133           1,008,678          1,856,811            33,231     1999       01/99          (e)
          442,218             930,207          1,372,425            64,152     1996       12/96          (e)
        1,031,098           1,092,939          2,124,037           149,284     1995       11/95          (e)
          781,046           1,277,050          2,058,096            18,692     1999       07/99          (e)
          576,548             934,918          1,511,466            70,719     1997       09/97          (e)
          349,227             699,756          1,048,983           102,534     1995       08/95          (e)
          546,078             993,149          1,539,227            44,828     1998       08/98          (e)
          601,296           1,344,016          1,945,312            31,851     1998       04/99          (e)
        1,043,108             977,508          2,020,616           139,205     1995       12/95          (e)
          324,012           1,029,242          1,353,254            35,906     1998       12/98          (e)
          564,242           1,056,315          1,620,557            49,608     1998       08/98          (e)
          161,390           1,028,945          1,190,335            71,499     1997       12/97          (e)
          569,664           1,017,781          1,587,445            49,193     1998       07/98          (e)
          364,536             865,147          1,229,683            60,669     1997       11/97          (e)
          587,794           1,262,175          1,849,969               346     1999       12/99          (e)
          582,807           1,387,885          1,970,692             9,597     1999       07/99          (e)
          579,242           1,229,239          1,808,481                (c)    (d)        07/99          (c)
          320,880           1,155,880          1,476,760            36,392     1999       01/99          (e)
          590,538           1,176,436          1,766,974            77,539     1997       01/98          (e)
          738,839             969,481          1,708,320               266     1999       12/99          (e)
          640,320             898,171          1,538,491           130,850     1995       08/95          (e)
          380,709           1,124,332          1,505,041            25,516     1999       04/99          (e)
          456,646             861,803          1,318,449            59,435     1996       02/97          (e)
          679,236           1,469,954          2,149,190             1,208     1999       12/99          (e)
          615,554           1,184,073          1,799,627            89,551     1997       09/97          (e)
          541,264           1,173,738          1,715,002            91,029     1997       09/97          (e)
          409,153             943,712          1,352,865            68,945     1997       10/97          (e)
          479,197             954,051          1,433,248            95,845     1997       12/96          (e)
          374,230             838,342          1,212,572            74,000     1997       05/97          (e)
          428,841           1,031,457          1,460,298            68,950     1997       12/97          (e)
          395,839             887,540          1,283,379            49,645     1997       04/98          (e)
          548,821           1,099,448          1,648,269            62,202     1997       04/98          (e)
          570,004           1,271,666          1,841,670            42,505     1998       12/98          (e)
          322,433             987,385          1,309,818            66,269     1997       12/97          (e)
          633,459           1,606,040          2,239,499            41,471     1999       03/99          (e)
          626,999           1,130,692          1,757,691           123,705     1996       09/96          (e)
          701,125           1,254,740          1,955,865             9,740     1999       10/99          (e)
          825,650           1,161,192          1,986,842           150,876     1995       02/96          (e)
          688,477           1,237,344          1,925,821            12,382     1999       09/99          (e)
          357,429             650,249          1,007,678            93,603     1995       09/95          (e)
          870,832           1,688,719          2,559,551                (c)    (d)        04/99          (c)
          303,633             970,489          1,274,122            83,180     1997       06/97          (e)


          405,631             884,954          1,290,585            64,897     1983       10/97          (e)
          282,099             534,632            816,731            39,206     1981       10/97          (e)
          370,667             431,642            802,309            31,654     1981       10/97          (e)
          693,733             810,458          1,504,191            59,434     1982       10/97          (e)
          371,254             685,847          1,057,101            48,479     1979       11/97          (e)
          422,489             528,849            951,338            38,782     1981       10/97          (e)
          451,235             548,178            999,413            40,200     1982       10/97          (e)
          287,331             712,081            999,412            52,219     1980       10/97          (e)
          375,116             605,067            980,183            41,996     1982       12/97          (e)
          388,699             793,475          1,182,174            58,188     1977       10/97          (e)
          728,574             793,410          1,521,984            58,183     1982       10/97          (e)
          436,471             659,089          1,095,560            48,333     1982       10/97          (e)
          627,680             804,399          1,432,079            58,989     1977       10/97          (e)


          493,536             619,786          1,113,322            47,956     1997       09/97          (e)


          201,069             465,165            666,234            12,309     1992       03/99          (e)
          226,300                  (g)           226,300                (h)    1993       03/99          (h)
          409,444             604,784          1,014,229            16,003     1993       03/99          (e)
          302,787                  (g)           302,787                (h)    1993       03/99          (h)
          215,567                  (g)           215,567                (h)    1993       03/99          (h)
          336,696                  (g)           336,696                (h)    1993       03/99          (h)
          324,298             420,017            744,315            11,114     1993       03/99          (e)
          256,050             476,149            732,198            12,599     1993       03/99          (e)
          217,396             522,802            740,199            13,834     1993       03/99          (e)
          177,659                  (g)           177,659                (h)    1992       03/99          (h)
          173,386                  (g)           173,386                (h)    1993       03/99          (h)


          846,183             595,601          1,441,784            50,721     1972       06/97          (e)
          817,039             648,765          1,465,804            55,249     1976       06/97          (e)
        1,181,460             908,880          2,090,340            77,400     1974       06/97          (e)



          632,811           1,135,312          1,768,123            25,454     1997       04/99          (e)
          540,896           1,196,239          1,737,135             6,992     1999       10/99          (e)
          375,987             964,430          1,340,417            33,381     1997       12/98          (e)
          584,766                  (g)           584,766                (h)    1997       08/97          (h)
        1,096,763             705,345          1,802,108            59,616     1995       06/97          (e)
          575,285             802,974          1,378,259            33,971     1997       09/98          (e)
          565,639             923,669          1,489,308            21,299     1998       04/99          (e)
          416,279             867,972          1,284,251            30,280     1998       12/98          (e)
          476,847             961,606          1,438,453            32,317     1998       12/98          (e)
        1,407,002                  (g)         1,407,002                (h)    1996       06/98          (h)
          545,112           1,029,900          1,575,012            35,647     1996       12/98          (e)
          645,365             856,532          1,501,897            71,358     1996       07/97          (e)
          512,481             831,202          1,343,683            35,165     1998       09/98          (e)
          380,687             775,713          1,156,400            32,817     1997       09/98          (e)
          460,167             802,640          1,262,807            63,277     1997       08/97          (e)
          665,015             580,798          1,245,813            50,574     1994       05/97          (e)
          593,624             918,024          1,511,648            30,936     1997       12/98          (e)
          488,259                  (g)           488,259                (h)    1997       08/97          (h)
          647,414             871,268          1,518,682            29,758     1998       12/98          (e)
          668,112             941,796          1,609,907            21,717     1998       04/99          (e)
          382,950             957,912          1,340,862            32,193     1997       12/98          (e)
          504,533             806,624          1,311,157            38,987     1996       07/98          (e)
          387,562             891,943          1,279,505            30,953     1997       12/98          (e)
          282,868             843,648          1,126,516            28,815     1997       12/98          (e)
          579,175           1,176,434          1,755,609            39,537     1997       12/98          (e)
          765,743             707,406          1,473,149            58,934     1997       07/97          (e)
          319,237                  (g)           319,237                (h)    1997       08/97          (h)


          711,642             726,339          1,437,981            19,750     1999       03/99          (e)
          446,800             416,243            863,043                (c)    (d)        10/99          (c)
          605,063             649,514          1,254,577            30,148     1998       08/98          (e)
          419,488             697,861          1,117,349            56,100     1997       08/97          (e)
          457,821             708,581          1,166,402             4,400     1999       10/99          (e)
          481,456             636,588          1,118,044            26,757     1998       09/98          (e)
          604,724             600,686          1,205,410            15,182     1999       03/99          (e)
          361,238             711,595          1,072,833            54,019     1997       09/97          (e)
          396,864             620,042          1,016,906            47,353     1997       09/97          (e)
          163,533             994,490          1,158,024             9,559     1999       09/99          (e)
          369,886             513,533            883,419            48,762     1997       02/97          (e)
          124,468             773,506            897,974            62,393     1997       07/97          (e)
          389,265             779,211          1,168,476            48,229     1997       02/98          (e)
          635,343             703,067          1,338,410            51,751     1997       10/97          (e)
          482,309             716,199          1,198,508             8,323     1999       08/99          (e)
          286,850             606,547            893,397            47,208     1997       08/97          (e)
          462,813             573,816          1,036,629            26,267     1998       08/98          (e)
          382,042             613,690            995,732            46,251     1997       09/97          (e)
          501,765             754,996            893,036             2,137     1999       12/99          (e)
          405,902             658,360          1,064,262               661     1999       12/99          (e)
          284,046             577,029            861,075            30,959     1998       05/98          (e)
          699,773             892,546          1,592,319             7,438     1999       09/99          (e)
          537,223             592,536          1,129,759            53,923     1997       04/97          (e)
          370,342             548,107            918,449            50,080     1997       05/97          (e)
          420,521             543,338            963,859            46,171     1997       06/97          (e)
          545,485             527,020          1,072,505            67,333     1996       03/96          (e)
          403,002             610,815          1,013,817            66,651     1996       09/96          (e)
          375,776             643,445          1,019,221            70,103     1996       09/96          (e)
          372,584             746,622          1,119,206             3,955     1999       11/99          (e)
          437,667             591,877          1,029,544            65,188     1996       09/96          (e)
          390,509             596,872            987,381            57,817     1997       02/97          (e)
          272,937             688,400            961,337            38,695     1998       04/98          (e)
          899,898             733,701          1,633,599            17,857     1999       04/99          (e)
          737,038             604,806          1,341,844            54,709     1997       04/97          (e)
          415,880             649,681          1,065,561            59,005     1997       04/97          (e)
          730,674             600,180          1,330,854            56,297     1997       04/97          (e)
          603,354             602,630          1,205,984            90,447     1986       06/95          (e)
          911,754             581,552          1,493,306            51,490     1997       05/97          (e)
          740,616             678,189          1,418,805            45,336     1997       12/97          (e)
          853,821             635,185          1,489,006            33,928     1998       05/98          (e)
        1,076,096             591,340          1,667,436            19,482     1999       01/99          (e)
          418,351             651,064          1,069,415            27,365     1998       09/98          (e)
          363,967             776,605          1,140,572            22,323     1999       02/99          (e)
          217,851             751,664            969,515            68,268     1992       04/97          (e)
          387,455             625,933          1,013,388            56,677     1997       04/97          (e)
          383,591             675,860          1,059,451            36,817     1998       05/98          (e)
          771,241             793,229          1,564,470            19,740     1999       04/99          (e)
          387,533             787,843          1,175,376            19,174     1999       04/99          (e)
          681,663             642,924          1,324,587            53,504     1997       07/97          (e)
          631,275             567,912          1,199,187            49,556     1997       05/97          (e)
          496,689             721,614          1,218,303            17,365     1999       04/99          (e)
          717,246             688,066          1,405,312            34,466     1998       06/98          (e)
          474,296             759,049          1,233,345            32,805     1998       09/98          (e)
          501,168             699,067          1,200,235             5,826     1999       06/99          (e)
          274,362             781,797          1,056,159            21,258     1999       03/99          (e)
          311,466             700,979          1,012,445            16,868     1999       03/99          (e)
          475,748             719,239          1,194,987             6,059     1999       09/99          (e)
          495,529             759,800          1,255,329            17,729     1999       04/99          (e)
          353,396             904,688          1,258,084            31,210     1999       12/98          (e)
          289,257             699,525            988,782            15,364     1999       05/99          (e)
          477,580             566,856          1,044,436            31,967     1998       04/98          (e)
          464,986             785,149          1,250,136            20,131     1999       03/99          (e)
          523,089             617,131          1,140,220            46,454     1997       09/97          (e)
          358,130             668,383          1,026,513            49,686     1997       10/97          (e)


           89,282             675,334            764,616                (c)    (d)        06/99          (c)
          417,451             420,493            837,944                (c)    (d)        05/99          (c)
          310,574             583,883            894,457                (c)    (d)        05/99          (c)
          205,363             627,202            832,566                (c)    (d)        05/99          (c)
          315,037             593,560            908,597                (c)    (d)        05/99          (c)
          158,829             530,826            689,654                (c)    (d)        05/99          (c)
          165,191             858,299          1,023,491            18,303     1996       05/99          (e)
          301,723                  (g)           301,723                (h)    1997       07/97          (h)


          340,115             687,423          1,027,537             5,729     1999       12/99          (e)
          445,493             594,649          1,040,141            14,921     1994       03/99          (e)
          311,103             506,943            818,045             4,225     1999       12/99          (e)



          376,929             639,875          1,016,804            88,531     1995       11/95          (e)
          665,422             481,311          1,146,733            52,219     1996       09/96          (e)


        4,894,106                   -          4,894,106                (p)    (p)        09/98          (p)


          320,594             559,433            880,027            52,009     1967       03/96          (e)


          242,239                   -            242,239                (f)    1989       01/96          (f)
          212,053                   -            212,053                (f)    1986       05/96          (f)
          209,432                   -            209,432                (f)    1978       05/96          (f)
          174,721                   -            174,721                (f)    1975       01/96          (f)
           46,737                   -             46,737                (f)    1980       05/96          (f)
          120,449                   -            120,449                (f)    1986       05/96          (f)
          190,009                   -            190,009                (f)    1996       03/97          (f)
          200,442                   -            200,442                (f)    1985       01/96          (f)
          135,831                   -            135,831                (f)    1992       12/96          (f)
          187,082                   -            187,082                (f)    1990       03/97          (f)
          126,494                   -            126,494                (f)    1986       01/96          (f)
          116,849                   -            116,849                (f)    1978       01/96          (f)
          226,163                   -            226,163                (f)    1987       01/96          (f)
          215,881                   -            215,881                (f)    1990       05/96          (f)
          242,239                   -            242,239                (f)    1977       01/96          (f)
          245,145                   -            245,145                (f)    1975       05/97          (f)
          194,012                   -            194,012                (f)    1986       01/96          (f)
          202,050                   -            202,050                (f)    1983       01/96          (f)
          142,570                   -            142,570                (f)    1996       01/96          (f)
          212,093                   -            212,093                (f)    1978       05/96          (f)
          180,803                   -            180,803                (f)    1978       05/96          (f)
           99,166                   -             99,166                (f)    1994       01/96          (f)
          169,454                   -            169,454                (f)    1986       05/96          (f)
          202,552                   -            202,552                (f)    1980       04/96          (f)
          216,518                   -            216,518                (f)    1975       01/96          (f)
          213,090                   -            213,090                (f)    1989       03/97          (f)
           99,815                   -             99,815                (f)    1986       05/96          (f)
          152,215                   -            152,215                (f)    1994       01/96          (f)
          149,206                   -            149,206                (f)    1975       03/97          (f)
          223,981                   -            223,981                (f)    1983       03/97          (f)
          259,922                   -            259,922                (f)    1976       01/96          (f)
          261,529                   -            261,529                (f)    1993       01/96          (f)
           99,733                   -             99,733                (f)    1991       05/96          (f)
          259,922                   -            259,922                (f)    1978       01/96          (f)
          239,023                   -            239,023                (f)    1983       01/96          (f)
          228,199                   -            228,199                (f)    1983       03/97          (f)
          186,476                   -            186,476                (f)    1976       04/96          (f)
          128,604                   -            128,604                (f)    1988       04/96          (f)
          194,097                   -            194,097                (f)    1993       12/96          (f)
          208,480                   -            208,480                (f)    1975       01/96          (f)
          176,170                   -            176,170                (f)    1985       01/96          (f)
          197,227                   -            197,227                (f)    1978       01/96          (f)
          279,779                   -            279,779                (f)    1983       03/97          (f)
                -             178,187            178,187             3,425     1979       06/99          (e)
          167,170             168,363            335,533             3,237     1980       06/99          (e)


          852,746           1,108,491          1,961,237            46,288     1994       09/98          (e)
          712,865             873,395          1,586,260            36,471     1993       09/98          (e)
          397,878             923,975          1,321,853            38,583     1996       09/98          (e)
          435,465             915,232          1,350,697            38,218     1994       09/98          (e)
          918,258             764,150          1,682,408            32,468     1995       09/98          (e)
          654,766           1,195,901          1,850,667            50,812     1994       09/98          (e)
          683,560             614,256          1,297,816            26,099     1995       09/98          (e)
          789,680             604,283          1,393,963            25,675     1995       09/98          (e)
          911,013           1,011,766          1,922,779            42,989     1993       09/98          (e)
        1,244,893             918,257          2,163,150            31,363     1994       12/98          (e)
          569,436             968,749          1,538,185            40,453     1994       09/98          (e)


          181,153             561,582            742,735             4,000     1980       10/99          (e)
          691,797           1,136,902          1,828,699            55,573     1997       07/98          (e)
          379,675             604,449            984,124             4,306     1989       10/99          (e)
          714,789           1,317,317          2,032,106                (c)    (d)        10/99          (c)
          599,391           1,159,989          1,759,380            42,798     1998       06/98          (e)
          637,984             824,276          1,462,260             5,872     1980       10/99          (e)
          129,816             659,340            789,156             4,697     1988       10/99          (e)
          214,177             853,505          1,067,682             6,080     1979       10/99          (e)
          366,941             524,341            891,282             3,735     1989       10/99          (e)



          113,780             407,429            521,209            17,013     1998       09/98          (e)
          158,880             378,057            536,937            16,305     1998       09/98          (e)


          723,572           1,080,644          1,804,216                (c)    (d)        08/99          (c)



        1,259,828           1,623,073          2,882,901            38,909     1999       04/99          (e)
        1,463,644           1,874,198          3,337,842            44,929     1999       04/99          (e)
        1,725,325           1,574,207          3,299,532            37,738     1999       04/99          (e)
           88,077           2,019,028          2,107,105            48,401     1999       04/99          (e)
          934,922           1,842,623          2,777,545            44,172     1999       04/99          (e)
          956,799           2,692,320          3,649,119            64,542     1999       04/99          (e)


          914,103             691,171          1,605,274            19,678     1999       02/99          (e)
        1,227,360             403,031          1,630,391                (c)    (d)        10/99          (c)
        1,370,391             946,608          2,316,999            21,922     1999       04/99          (e)
          884,184             270,544          1,154,728                (c)    (d)        11/99          (c)
        1,151,865             910,321          2,062,186             7,233     1999       10/99          (e)
          649,962             978,307          1,628,269             7,147     1999       10/99          (e)
        1,307,683           1,031,615          2,339,298                (c)    (d)        07/99          (c)
          394,025           1,442,752          1,836,777            51,122     1998       12/98          (e)
          927,463             691,228          1,618,691            19,616     1978       02/99          (e)
        1,202,760           1,275,957          2,478,717                (c)    (d)        04/99          (c)
          599,193             436,441          1,035,635                (c)    (d)        10/99          (c)


          889,562             487,475          1,377,037            41,635     1997       04/97          (e)


          416,311             963,438          1,379,749             5,191     1999       11/99          (e)
          508,564             776,930          1,285,495                (c)    (d)        06/99          (c)
          696,645             984,791          1,681,436            14,232     1999       07/99          (e)
          714,999           1,012,478          1,254,763            16,297     1999       07/99          (e)
          557,630           1,047,984          1,605,614             5,072     1999       11/99          (e)
          518,832                  (g)           518,832                (h)    1999       05/99          (h)
          980,703                  (g)           980,703                (h)    1999       03/99          (h)
          633,990           1,058,846          1,692,836                (c)    (d)        05/99          (c)
          574,441             742,781          1,317,222            27,744     1998       11/98          (e)
          430,741             689,963          1,120,704                (c)    (d)        09/99          (c)
          354,415                  (g)           354,415                (h)    1997       11/97          (h)
          719,563                  (g)           719,563                (h)    1999       04/99          (h)
          649,551             127,094            776,645                (c)    (d)        12/99          (c)
          436,830             259,866            696,696                (c)    (d)        11/99          (c)
          545,612             868,606          1,414,218            43,014     1998       07/98          (e)
          537,770           1,156,886          1,694,656                (c)    (d)        07/99          (c)



        1,076,442           1,062,751          2,139,193            91,086     1996       06/97          (e)



          591,371           1,175,273          1,766,644           116,856     1996       01/97          (e)


          309,101             420,246            729,347            39,328     1997       03/97          (e)
          469,721              85,872            555,593                (c)    (d)           03/98       (c)



          628,688             962,524          1,591,212            50,675     1981       06/98          (e)
          371,021             593,171            964,192            31,229     1994       06/98          (e)
          585,461             812,822          1,398,283            42,794     1990       06/98          (e)
          527,572             870,710          1,398,282            45,842     1988       06/98          (e)
          734,105             961,287          1,695,392            50,610     1986       06/98          (e)
          634,379             643,323          1,277,702            33,870     1981       06/98          (e)
          264,476             825,466          1,089,942               302     1999       12/99          (e)
          498,746                  (g)           498,746                (h)    1978       07/99          (h)


        1,006,396             690,731          1,697,127            35,530     1979       06/98          (e)
          705,557                  (g)           705,557                (h)    1969       06/98          (h)
          715,432                  (g)           715,432                (h)    1993       06/98          (h)
          802,361                  (g)           802,361                (h)    1973       06/98          (h)
          590,733                  (g)           590,733                (h)    1993       06/98          (h)
          670,594                  (g)           670,594                (h)    1976       06/98          (h)
          776,694                  (g)           776,694                (h)    1972       06/98          (h)
          964,354                  (g)           964,354                (h)    1973       06/98          (h)
          641,125                  (g)           641,125                (h)    1974       06/98          (h)
          670,491                  (g)           670,491                (h)    1977       06/98          (h)
          684,164                  (g)           684,164                (h)    1969       06/98          (h)
          810,316             798,412          1,608,728            27,635     1979       12/98          (e)
          592,342                  (g)           592,342                (h)    1988       06/98          (h)
          594,142                  (g)           594,142                (h)    1974       06/98          (h)
          933,759             763,368          1,697,127            39,266     1985       06/98          (e)
          740,132                  (g)           740,132                (h)    1984       12/98          (h)
          922,679             725,256          1,647,935            37,306     1978       06/98          (e)
          487,021                  (g)           487,021                (h)    1983       06/98          (h)
          354,419                  (g)           354,419                (h)    1978       06/98          (h)
          433,713                  (g)           433,713                (h)    1969       06/98          (h)


          447,458             383,785            831,243            10,891     1994       02/99          (e)
          299,870                  (g)           299,870                (h)    1994       02/99          (h)
          212,438                  (g)           212,438                (h)    1998       10/98          (h)
          474,588             478,974            953,562            13,593     1994       02/99          (e)
          404,578             451,129            855,707            12,803     1994       02/99          (e)
          402,947                  (g)           402,947                (h)    1994       02/99          (h)
          308,915             351,160            660,075            14,046     1991       10/98          (e)
          349,637                  (g)           349,637                (h)    1991       10/98          (h)
          336,432             229,194            565,626                (c)    (d)        10/99          (c)
          343,906                  (g)           343,906                (h)    1994       02/99          (h)


          335,196             694,908          1,030,104            10,297     1997       07/99          (e)


          504,934             826,842          1,331,776             1,435     1999       12/99          (e)
          656,917             483,589          1,140,506                (c)    (d)        10/99          (c)
          581,600             104,177            685,776                (c)    (d)        12/99          (c)
          237,777           1,152,076          1,389,853             1,999     1999       12/99          (e)
          554,901           1,032,705          1,587,606             8,606     1999       09/99          (e)
          713,534             995,529          1,709,064             4,728     1998       11/99          (e)


          599,160                  (g)           599,160                (h)    1992       08/98          (h)
          971,812           1,461,969          2,433,781                (c)    (d)        07/99          (c)
        1,387,007           1,996,405          3,383,412            14,950     1999       10/99          (e)
          856,278                  (g)           856,278                (h)    1999       03/99          (h)
          571,236           1,296,199          1,867,435                (c)    (d)        07/99          (c)
        2,437,336               9,243          2,446,579                (c)    (d)        11/99          (c)
          914,342                  (g)           914,342                (h)    1997       05/98          (h)
          886,592           1,624,138          2,365,716                (c)    (d)        08/99          (c)
        1,239,033           1,479,124          2,718,157            12,326     1999       12/99          (e)
        1,203,257           1,892,964          3,096,221                (c)    (d)        08/99          (c)


          548,886             700,856          1,249,742            29,266     1994       09/98          (e)
          618,372             631,370          1,249,742            26,365     1994       09/98          (e)



          608,678                  (g)           608,678                (h)    1998       10/98          (h)
          511,084                  (g)           511,084                (h)    1994       08/97          (h)
          551,646                  (g)           551,646                (h)    1998       01/99          (h)
          514,900                  (g)           514,900                (h)    1995       08/97          (h)
          420,176                  (g)           420,176                (h)    1978       05/98          (h)


          511,811             756,304          1,268,115             4,489     1989       10/99          (e)



          640,066             688,918          1,328,984            78,471     1996       07/96          (e)
          358,027             444,622            802,649            47,944     1996       07/96          (e)
          555,813             442,025            997,838            19,952     1998       08/98          (e)
          488,270             783,849          1,272,119             6,532     1999       09/99          (e)
                -             302,359            302,359                (c)    (d)           11/99       (c)
          841,374             699,082          1,540,456            37,765     1998      05//98          (e)
==================   =================  =================  ================
     $330,002,516        $368,261,412       $698,263,928       $14,742,596
==================   =================  =================  ================








         $708,297          $1,008,108         $1,716,405           $38,483     1998       06/98          (e)
==================   =================  =================  ================







               (g)                 (g)                (g)               (i)    1996       02/99          (i)
               (g)                 (g)                (g)               (h)    1999       08/99          (h)
               (g)                 (g)                (g)               (h)    1996       01/99          (h)
               (g)                 (g)                (g)               (h)    1997       02/97          (h)
               (g)                 (g)                (g)               (i)    1995       08/98          (i)


               (g)                 (g)                (g)               (h)    1995       01/99          (h)
               (g)                 (g)                (g)               (h)    1994       01/99          (h)
               (g)                 (g)                (g)               (h)    1984       01/99          (h)
               (g)                 (g)                (g)               (h)    1992       01/99          (h)
               (g)                 (g)                (g)               (h)    1995       09/98          (h)
               (g)                 (g)                (g)               (h)    1993       01/99          (h)
               (g)                 (g)                (g)               (h)    1990       01/99          (h)
               (g)                 (g)                (g)               (h)    1991       01/99          (h)



               (g)                 (g)                (g)               (h)    1994       08/97          (h)


               (g)                 (g)                (g)               (h)    1986       06/98          (h)
               (g)                 (g)                (g)               (h)    1979       06/98          (h)
               (g)                 (g)                (g)               (h)    1979       06/98          (h)
               (g)                 (g)                (g)               (h)    1984       06/98          (h)
               (g)                 (g)                (g)               (h)    1983       06/98          (h)
               (g)                 (g)                (g)               (h)    1979       06/98          (h)
               (g)                 (g)                (g)               (h)    1983       06/98          (h)
               (g)                 (g)                (g)               (h)    1981       06/98          (h)
               (g)                 (g)                (g)               (h)    1979       06/98          (h)
               (g)                 (g)                (g)               (h)    1986       06/98          (h)
               (g)                 (g)                (g)               (h)    1983       06/98          (h)
               (g)                 (g)                (g)               (h)    1976       06/98          (h)
               (g)                 (g)                (g)               (h)    1980       06/98          (h)
               (g)                 (g)                (g)               (i)    1982       06/98          (i)
               (g)                 (g)                (g)               (h)    1987       12/98          (h)


               (j)                 (g)                (g)               (h)    1989       03/99          (h)
               (g)                 (g)                (g)               (h)    1994       05/99          (h)


               (g)                 (g)                (g)               (h)    1999       09/99          (h)


               (j)                 (g)                (g)               (h)    1993       10/97          (h)
               (j)                 (g)                (g)               (h)    1993       10/97          (h)
               (j)                 (g)                (g)               (h)    1993       03/97          (h)
               (j)                 (g)                (g)               (h)    1996       08/99          (h)
               (j)                 (g)                (g)               (h)    1991       10/97          (h)
               (j)                 (g)                (g)               (h)    1989       10/97          (h)
               (j)                 (g)                (g)               (h)    1991       03/97          (h)
               (g)                 (g)                (g)               (h)    1996       10/97          (h)
               (j)                 (g)                (g)               (h)    1990       03/97          (h)
               (g)                 (g)                (g)               (h)    1994       09/97          (h)
               (j)                 (g)                (g)               (h)    1992       03/97          (h)
               (j)                 (g)                (g)               (h)    1991       09/97          (h)
               (j)                 (g)                (g)               (h)    1993       09/97          (h)
               (j)                 (g)                (g)               (h)    1994       09/97          (h)
               (j)                 (g)                (g)               (h)    1997       09/97          (h)
               (j)                 (g)                (g)               (h)    1995       09/97          (h)
               (j)                 (g)                (g)               (h)    1991       10/97          (h)
               (j)                 (g)                (g)               (h)    1992       10/97          (h)


               (g)                 (g)                (g)               (h)    1998       06/98          (h)
               (g)                 (g)                (g)               (h)    1993       01/99          (h)
               (g)                 (g)                (g)               (h)    1988       01/99          (h)
               (j)                 (g)                (g)               (h)    1996       01/99          (h)
               (j)                 (g)                (g)               (h)    1985       01/99          (h)
               (g)                 (g)                (g)               (i)    1992       01/99          (i)
               (g)                 (g)                (g)               (i)    1980       01/99          (i)


               (g)                 (g)                (g)               (h)    1983       06/97          (h)
               (g)                 (g)                (g)               (h)    1983       06/97          (h)
               (g)                 (g)                (g)               (h)    1983       06/97          (h)
               (g)                 (g)                (g)               (h)    1983       06/97          (h)
               (g)                 (g)                (g)               (h)    1984       06/97          (h)
               (g)                 (g)                (g)               (h)    1981       06/97          (h)
               (g)                 (g)                (g)               (h)    1983       06/97          (h)
               (g)                 (g)                (g)               (h)    1982       06/97          (h)
               (g)                 (g)                (g)               (h)    1982       06/97          (h)
               (g)                 (g)                (g)               (h)    1978       06/97          (h)


               (g)                 (g)                (g)               (i)    1992       03/99          (i)
               (g)                 (g)                (g)               (h)    1992       03/99          (h)
               (g)                 (g)                (g)               (h)    1992       03/99          (h)
               (g)                 (g)                (g)               (h)    1996       06/96          (h)
               (g)                 (g)                (g)               (h)    1992       03/99          (h)
               (g)                 (g)                (g)               (h)    1997       08/97          (h)
               (g)                 (g)                (g)               (h)    1989       03/99          (h)
               (g)                 (g)                (g)               (h)    1994       03/99          (h)


               (g)                 (g)                (g)               (h)    1999       02/99          (h)



               (g)                 (g)                (g)               (i)    1996       12/96          (i)


               (g)                 (g)                (g)               (i)    1993       03/99          (i)
               (g)                 (g)                (g)               (i)    1993       03/99          (i)
               (g)                 (g)                (g)               (h)    1993       03/99          (h)
               (g)                 (g)                (g)               (h)    1993       03/99          (h)
               (g)                 (g)                (g)               (i)    1993       03/99          (i)
               (g)                 (g)                (g)               (h)    1993       03/99          (h)
               (g)                 (g)                (g)               (h)    1993       03/99          (h)
               (g)                 (g)                (g)               (h)    1992       03/99          (h)
               (g)                 (g)                (g)               (h)    1993       03/99          (h)



               (j)                 (g)                (g)               (h)    1972       05/99          (h)
               (j)                 (g)                (g)               (h)    1997       10/98          (h)
               (j)                 (g)                (g)               (h)    1997       10/99          (h)
               (j)                 (g)                (g)               (h)    1998       12/99          (h)
               (j)                 (g)                (g)               (h)    1997       08/99          (h)
               (j)                 (g)                (g)               (h)    1996       11/98          (h)
               (g)                 (g)                (g)               (h)    1997       08/97          (h)
               (g)                 (g)                (g)               (i)    1997       05/99          (i)
               (j)                 (g)                (g)               (h)    1997       09/99          (h)
               (j)                 (g)                (g)               (h)    1997       03/99          (h)
               (g)                 (g)                (g)               (h)    1996       06/98          (h)
               (g)                 (g)                (g)               (h)    1997       07/99          (h)
               (g)                 (g)                (g)               (h)    1997       08/97          (h)
               (g)                 (g)                (g)               (i)    1997       12/98          (i)
               (j)                 (g)                (g)               (h)    1998       11/99          (h)
               (j)                 (g)                (g)               (h)    1998       04/99          (h)
               (j)                 (g)                (g)               (h)    1997       09/99          (h)
               (j)                 (g)                (g)               (h)    1997       04/99          (h)
               (j)                 (g)                (g)               (h)    1997       06/99          (h)
               (j)                 (g)                (g)               (h)    1998       08/99          (h)
               (g)                 (g)                (g)               (h)    1997       08/97          (h)
               (j)                 (g)                (g)               (h)    1997       04/99          (h)
               (j)                 (g)                (g)               (h)    1997       08/99          (h)


               (g)                 (g)                (g)               (h)    1997       07/97          (h)


               (j)                 (g)                (g)               (h)    1997       01/98          (h)



               (g)                 (g)                (g)               (i)    1997       08/97          (i)


               (g)                 (g)                (g)               (h)    1999       05/99          (h)
               (g)                 (g)                (g)               (h)    1999       03/99          (h)
               (g)                 (g)                (g)               (h)    1997       11/97          (h)
               (j)                 (g)                (g)               (h)    1999       10/99          (h)
               (g)                 (g)                (g)               (h)    1999       04/99          (h)
               (j)                 (g)                (g)               (h)    1999       06/99          (h)
               (g)                 (g)                (g)               (i)    1999       07/99          (i)
               (j)                 (g)                (g)               (h)    1999       09/99          (h)



               (g)                 (g)                (g)               (h)    1978       07/99          (h)


               (g)                 (g)                (g)               (h)    1969       06/98          (h)
               (g)                 (g)                (g)               (h)    1993       06/98          (h)
               (g)                 (g)                (g)               (h)    1973       06/98          (h)
               (g)                 (g)                (g)               (h)    1993       06/98          (h)
               (g)                 (g)                (g)               (h)    1976       06/98          (h)
               (g)                 (g)                (g)               (h)    1972       06/98          (h)
               (g)                 (g)                (g)               (h)    1973       06/98          (h)
               (g)                 (g)                (g)               (h)    1974       06/98          (h)
               (g)                 (g)                (g)               (h)    1977       06/98          (h)
               (g)                 (g)                (g)               (h)    1969       06/98          (h)
               (g)                 (g)                (g)               (h)    1988       06/98          (h)
               (g)                 (g)                (g)               (h)    1974       06/98          (h)
               (g)                 (g)                (g)               (h)    1984       12/98          (h)
               (g)                 (g)                (g)               (h)    1983       06/98          (h)
               (g)                 (g)                (g)               (h)    1978       06/98          (h)
               (g)                 (g)                (g)               (h)    1969       06/98          (h)


               (g)                 (g)                (g)               (h)    1994       02/99          (h)
               (g)                 (g)                (g)               (h)    1998       10/98          (h)
               (g)                 (g)                (g)               (h)    1994       02/99          (h)
               (g)                 (g)                (g)               (h)    1991       10/98          (h)
               (g)                 (g)                (g)               (h)    1994       02/99          (h)


               (j)                 (g)                (g)               (h)    1998       02/99          (h)


               (g)                 (g)                (g)               (h)    1992       08/98          (h)
               (g)                 (g)                (g)               (h)    1999       03/99          (h)
               (g)                 (g)                (g)               (h)    1997       05/98          (h)



               (g)                 (g)                (g)               (i)    1998       03/99          (i)



               (g)                 (g)                (g)               (h)    1998       10/98          (h)
               (g)                 (g)                (g)               (h)    1994       08/97          (h)
               (j)                 (g)                (g)               (h)    1974       08/97          (h)
               (g)                 (g)                (g)               (h)    1998       01/99          (h)
               (g)                 (g)                (g)               (h)    1995       08/97          (h)
               (g)                 (g)                (g)               (h)    1978       05/98          (h)



               (g)                 (g)                (g)               (h)    1997       10/98          (h)
               (g)                 (g)                (g)               (h)    1998       09/98          (h)
               (j)                 (g)                (g)               (h)    1996       12/96          (h)
               (j)                 (g)                (g)               (h)    1996       06/96          (h)
               (j)                 (g)                (g)               (h)    1998       10/98          (h)



</TABLE>

<PAGE>
                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

        NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 1999


(a)      Transactions in real estate and accumulated  depreciation  during 1999,
         1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>


                                                                      Cost           Accumulated
                                                                     (b)(m)          Depreciation
                                                                -----------------   ----------------
<S> <C>
              Properties the Company has Invested
                  in Under Operating Leases:

                      Balance, December 31, 1996                   $  60,854,542       $   611,396
                      Acquisitions (l)                               146,879,309                --
                      Depreciation expense (e)                                --         1,784,269
                                                                -----------------   ----------------

                      Balance, December 31, 1997                     207,733,851         2,395,665
                      Acquisitions (l)                               192,459,799                 --
                      Depreciation expense (e)                                 --         3,847,117
                                                                -----------------   ----------------

                      Balance, December 31, 1998                     400,193,650         6,242,782
                      Acquisitions (l)                               298,070,278                 --
                      Depreciation expense (e)                                 --         8,499,814
                                                                -----------------   ----------------

                      Balance, December 31, 1999                   $ 698,263,928      $ 14,742,596
                                                                =================   ================


              Property  of Joint  Venture  in  Which  the  Company  has a 59.22%
                Interest and has Invested in Under an Operating Lease:

                   Balance, December 31, 1997                           $     --          $     --
                   Acquisition                                         2,215,177                --
                   Depreciation expense                                       --             7,303
                                                                -----------------   ----------------

                   Balance, December 31, 1998                          2,215,177             7,303
                   Construction Funding Adjustment                      (498,772 )              --
                   Depreciation expense                                       --            31,180
                                                                -----------------   ----------------

                   Balance, December 31, 1999                       $  1,716,405       $    38,483
                                                                =================   ================
</TABLE>


(b)      As of December  31,  1999,  1998 and 1997,  the  aggregate  cost of the
         Properties owned by the Company and its subsidiaries for federal income
         tax  purposes  was   $757,550,394,   $418,427,587   and   $248,050,936,
         respectively. Substantially, all of the leases are treated as operating
         leases for federal income tax purposes.

(c)      Property was not placed in service as of December 31, 1999;  therefore,
         no depreciation was taken.

(d)      Scheduled for completion in 2000.

(e)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.


<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 1999


(f)      The  building  portion  of  this  Property  is  owned  by  the  tenant;
         therefore, depreciation is not applicable.

(g)      For  financial  reporting  purposes,  certain  components  of the lease
         relating  to land  and/or  building  have  been  recorded  as a  direct
         financing  lease.  Accordingly,  costs relating to these  components of
         this lease are not shown.

(h)      For financial reporting purposes, the portion of this lease relating to
         the building has been recorded as direct  financing  lease. The cost of
         the building has been included in net  investment  in direct  financing
         leases; therefore, depreciation is not applicable.

(i)      For financial reporting  purposes,  the lease for the land and building
         has been recorded as direct  financing  lease. The cost of the land and
         building  has been  included  in net  investment  in  direct  financing
         leases; therefore, depreciation is not applicable.

(j)      The Company  owns the building  only  relating to this  Property.  This
         Property  is  subject  to a ground  lease  between  the  tenant  and an
         unaffiliated third party. In connection therewith,  the Company entered
         into either a tri-party  agreement with the tenant and the owner of the
         land or an assignment of interest in the ground lease with the landlord
         of the land.  The  tri-party  agreement or  assignment of interest each
         provide that the tenant is responsible  for all  obligations  under the
         ground lease and provide  certain rights to the Company to help protect
         its  interest  in the  building in the event of a default by the tenant
         under the terms of the ground lease.

(k)      The restaurant on the Property in Grand Rapids, Michigan, was converted
         from a Kenny Rogers'  Roasters  restaurant  to an Arby's  restaurant in
         1998.

(l)      During the years ended  December 31, 1999,  1998 and 1997,  the Company
         (i) incurred  acquisition  fees totalling  $6,185,005,  $17,317,297 and
         $10,011,715, respectively, paid to the Advisor, (ii) purchased land and
         buildings  from  affiliates  of the  Company for an  aggregate  cost of
         approximately $39,700,000, $8,770,000 and $5,450,000, respectively, and
         (iii) paid development or construction management fees to affiliates of
         the Company totaling $56,352, $229,153 and $387,728, respectively. Such
         amounts are included in land and  buildings on  operating  leases,  net
         investment in direct  financing leases and other assets at December 31,
         1999,  1998 and 1997.  Effective with the acquisition of the Advisor in
         September 1999, the Company ceased incurring acquisition fees.

(m)      For  financial  reporting  purposes,  the  undepreciated  cost  of  the
         following  properties was written down to its net realizable  value due
         to an  anticipated  impairment  in value.  The Company  recognized  the
         impairments  by recording an  allowance  for loss on land,  building or
         investment in direct  financing  lease in the amounts  listed below for
         each Property as of December 31, 1999. The  impairments at December 31,
         1999 represent the difference  between the Properties'  carrying values
         and the property  manager's estimate of the net realizable value of the
         Properties  based upon  anticipated  sales prices to  interested  third
         parties.  The cost of the Properties  presented on this schedule is the
         gross amount at which the Properties were carried at December 31, 1999,
         excluding the allowances for loss.




<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 1999

(m)      (continued)

         The following are a list of  Properties  and the related  impairment at
         December 31, 1999:
<TABLE>
<CAPTION>

                                                                                            Total
                                                                                        --------------
<S> <C>
                  Boston Market - Saint Joseph, Missouri                                   $  143,132
                  Shoney's - Indian Harbor Beach, Florida                                      59,043
                  Buffet Town - Cedar Park, Texas                                              13,136
                  Boston Market - Liberty, Missouri                                           171,886
                  Boston Market - Corvallis, Missouri                                         190,758
                  Boston Market - Jessup, Maryland                                            478,133
                  Black-Eyed Pea - Albuquerque, New Mexico                                    215,000
                  Black-Eyed Pea - Albuquerque, New Mexico                                    215,000
                  Black-Eyed Pea - Tucson, Arizona                                            200,000
                  Black-Eyed Pea - Waco, Texas                                                215,000
                  Black-Eyed Pea - Wichita, Kansas                                            215,000
                  Big Boy - Mansfield, Ohio                                                   150,000
                  Big Boy - Saint Clairsville, Ohio                                           150,000
                  Big Boy - Alton, Illinois                                                   150,000
                  Big Boy - Granite City, Illinois                                            150,000
                  Big Boy - O'Fallen, Missouri                                                150,000
                  Big Boy - Woodson Terrace, Missouri                                         190,000
                  Big Boy - Collinsville, Illinois                                            150,000
                  Big Boy - Jefferson City, Missouri                                          150,000
                  Big Boy - Fenton, Missouri                                                  150,000
                  Big Boy - Independence, Missouri                                            184,385
                  Big Boy - Saint Louis, Missouri                                             190,000
                  Big Boy - Sedalia, Missouri                                                 189,914
                  Big Boy - Saint Joseph, Missouri                                            143,446
                  Big Boy - Grandview, Missouri                                               150,000
                  Big Boy - Lee's Summit, Missouri                                            189,769
                  Big Boy - Merriam, Kansas                                                   183,425
                  Big Boy - North Kansas City, Kansas                                         190,000
                  Big Boy - Overland Park, Kansas                                             150,000
                  Big Boy - Blue Springs, Missouri                                            160,587
                  Big Boy - Bridgeton, Missouri                                               150,000
                  Big Boy - Arnold, Mississippi                                               190,000
                                                                                        --------------

                                                                                          $ 5,577,614
                                                                                        ==============
</TABLE>

(n)      The  Property  in  San  Diego,   California   contains  two   different
         restaurants.  This is a two  story  building  that  has a TGI  Friday's
         restaurant  on  the  first  floor  and  a  Redfish  Looziana  Roadhouse
         restaurant on the second floor.

(o)      The Property in Dallas,  Texas contains two different concepts,  a Taco
         Bell and a Pizza Hut, within one restaurant.

(p)      The  Company  owns a  parcel  of  land  on  which  restaurants  will be
         constructed during 2000.

(q)      The restaurant on the Property in Guadalupe, Arizona was converted from
         a Shoney's restaurant to a Big Boy restaurant in 1999.



<PAGE>


                       CNL AMERICAN PROPERTIES FUND, INC.
                                AND SUBSIDIARIES

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 1999


(r)      The restaurant on the Property in Las Vegas,  Nevada was converted from
         a Shoney's restaurant to a Big Boy restaurant in 1999.

(s)      The restaurant on the Property in Cedar Park,  Texas was converted from
         a Boston Market restaurant to a Buffet Town restaurant in 1999.

(t)      The restaurant on the Property in Hoover,  Alabama was converted from a
         Boston Market restaurant to a Guthrie's restaurant in 1999.

(u)      The restaurant on the Property in  Chanhassen,  Minnesota was converted
         from a Boston  Market  restaurant  to a  Leeann  Chin  Chinese  Cuisine
         restaurant in 1999.

(v)      The  restaurant  on  the  Property  in  Golden  Valley,  Minnesota  was
         converted  from a Boston  Market  restaurant  to a Leeann Chin  Chinese
         Cuisine restaurant in 1999.

(w)      The restaurant on the Property in Grand Rapids,  Michigan was converted
         from a Denny's restaurant to a Mister Fables restaurant in 1999.

(x)      The restaurant on the Property in Taylorsville, Utah was converted from
         a Boston Market restaurant to a Rubio's Baja Grill restaurant in 1999.

(y) The Property is encumbered under the Secured Credit Facility at December 31,
1999.
<PAGE>

               CNL AMERICAN PROPERTIES FUND, INC. AND SUBSIDIARIES

                   SCEDULE IV - MORTGAGE LOANS ON REAL ESTATE

                                December 31, 1999


<TABLE>
<CAPTION>




                                                                        Final            Periodic              Face
                                                     Interest          Maturity           Payment      Prior  Amount of
                   Description                         Rate              Date              Terms       Liens  Mortgages
-----------------------------------------------------------------  -----------------   ------------------------------------
<S> <C>
First Mortgages on Properties:

   Castle Hill Holdings V, L.L.C.                     10.75%           01/01/16             (1)          -     $8,475,000
   Elrod Restaurants, Inc.                            10.68%            7/1/11              (2)          -      4,300,000
   Castle Hill Holdings VI, L.L.C.                    10.75%            6/1/16              (1)          -      4,200,000
   Castle Hill Holdings VII, L.L.C.                   10.75%            1/1/17              (1)          -      3,888,000
   Cambridge, Restaurant Properties, L.L.C.           10.39%           11/1/19              (3)          -      3,738,000
   The Georgia Bar-B-Q Company                     LIBOR + 4.89%         (4)                (4)          -      2,499,000
   The Georgia Bar-B-Q Company                     LIBOR + 5.10%         (4)                (4)          -      2,295,000
   RMS Family Restaurants, Inc.                       9.66%            11/1/12              (5)          -      2,200,000
   Brick Township Pubs, Inc.                       LIBOR + 4.91%         (4)                (4)          -      1,950,000

   9 loans with Original Loan Amounts
     From $1,200,001 to $1,900,000                 8.39% - 10.52%  11/1/2000 - 2/01/2020    N/A         N/A           N/A

   9 loans with Original Loan Amounts
     From $900,001 to $1,200,000                  10.09% - 11.60%  11/1/2002 - 01/01/2015   N/A         N/A           N/A

   15 loans with Original Loan Amounts
     From $600,001 to $900,000                     8.19% - 10.28%  09/01/2013 - 01/01/2020  N/A         N/A           N/A

   7 loans with Original Loan Amounts
     From $300,001 to $600,000                     8.00% - 10.75%  09/01/2005 - 01/01/2017  N/A         N/A           N/A

   10 loans with Original Loan Amounts
     Up to $300,000                                8.00% - 10.50%  08/01/2001 - 01/01/2015  N/A         N/A           N/A


                                                                Principal
                                                                Amount of
                                                                   Loans
                                                                Subject to
                                                   Carrying       Delinquent
                                                   Amount of       Principal
                   Description                     Mortgages      or Interest
------------------------------------------        ----------------------------

First Mortgages on Properties:

   Castle Hill Holdings V, L.L.C.                    $8,321,853        -
   Elrod Restaurants, Inc.                            4,121,689        -
   Castle Hill Holdings VI, L.L.C.                    3,662,653        -
   Castle Hill Holdings VII, L.L.C.                   3,862,754        -
   Cambridge, Restaurant Properties, L.L.C            3,862,898        -
   The Georgia Bar-B-Q Company                        1,604,007        -
   The Georgia Bar-B-Q Company                        1,487,094        -
   RMS Family Restaurants, Inc.                       1,993,821        -
   Brick Township Pubs, Inc.                            685,000        -

   9 loans with Original Loan Amounts
     From $1,200,001 to $1,900,000                   12,107,996        -

   9 loans with Original Loan Amounts
     From $900,001 to $1,200,000                      7,502,737        -

   15 loans with Original Loan Amounts
     From $600,001 to $900,000                        9,414,783        -

   7 loans with Original Loan Amounts
     From $300,001 to $600,000                        2,985,814        -

   10 loans with Original Loan Amounts
     Up to $300,000                                   1,853,375        -






               (1)    Equal monthly payments of principal and interest at an annual rate of 10.75%.
               (2)    Equal monthly payments of principal and interest at an annual rate of 10.68%.
               (3)    Equal monthly payments of principal and interest at an annual rate of 10.39%.
               (4)    These loans are  construction  loans requiring  interest only payments until
                      final funding;  maturity date and monthly payments to be  determined  at that time.
               (5)    Equal  monthly  payments of principal and interest at an annual rate of 9.66%.

                                                              1999              1998              1997             1996
                                                        -----------------   --------------   ---------------  ----------------
                      Balance at beginning of period         $19,631,693      $17,622,010       $13,389,607                 -
                      New mortgage loans                      46,738,038        2,901,742         4,200,000       $12,847,000
                      Accrued interest                           346,101          (39,853)           83,601            35,286
                      Collection of principal                 (2,466,072)        (291,990)         (250,732)         (133,850)
                      Deferred financing income                  (11,336)         (10,126)          (39,180)          (46,268)
                      Unamortized loan costs                      91,007           86,524           238,714           687,439
                      Valuation allowance                       (551,011)               -                 -
                      Provision for uncollectible
                         mortgage notes                         (311,946)        (636,614)                -                 -
                                                        =================   ==============   ===============  ================
                      Balance at end of period                63,466,474       19,631,693        17,622,010        13,389,607
                                                        =================   ==============   =================================
</TABLE>







<PAGE>



                                    EXHIBITS



<PAGE>


                                  EXHIBIT INDEX


         Exhibit Number

         2.1      Agreement and Plan of Merger, by and among the Registrant, CFA
                  Acquisition  Corp.,  CNL Fund  Advisors,  Inc.  and CNL Group,
                  Inc.,  dated March 11, 1999  (Included as Exhibit 10.38 to the
                  Registrant's  Registration Statement No. 333-74329 on Form S-4
                  (the "Form S-4") as originally filed and  incorporated  herein
                  by reference.)

         2.2      Agreement and Plan of Merger, by and among the Registrant, CFC
                  Acquisition Corp., CFS Acquisition Corp., CNL Financial Corp.,
                  CNL Financial  Services,  Inc., CNL Group,  Inc.,  Five Arrows
                  Realty  Securities  L.L.C.,   Robert  A.  Bourne,   Curtis  B.
                  McWilliams and Brian Fluck,  dated March 11, 1999 (Included as
                  Exhibit  10.39  to  the  Form  S-4  as  originally  filed  and
                  incorporated herein by reference.)

         3.1      CNL  American  Properties  Fund,  Inc.  Amended  and  Restated
                  Articles of Incorporation, as amended (Included as Exhibit 3.1
                  to the  Registrant's  Form 10-Q for the quarter ended June 30,
                  1999 and incorporated herein by reference.)

         3.2      CNL American Properties Fund, Inc. Amended and Restated Bylaws
                  (Included  as  Exhibit  3.2 to the  Registrant's  Registration
                  Statement No. 333-37657 on Form S-11 and  incorporated  herein
                  by reference.)

         4.1      Form of Stock  Certificate  (Included  as  Exhibit  4.5 to the
                  Registrant's  Registration Statement No. 33-78790 on Form S-11
                  and incorporated herein by reference.)

         10.1     Form of Indemnification  Agreement dated as of April 18, 1995,
                  between CNL American  Properties  Fund, Inc. and each of James
                  M. Seneff,  Jr., Robert A. Bourne,  G. Richard  Hostetter,  J.
                  Joseph Kruse,  Richard C. Huseman,  John T. Walker,  Jeanne A.
                  Wall, Lynn E. Rose and Edgar J. McDougall, dated as of January
                  27, 1997 between CNL American Properties Fund, Inc. and Steven
                  D. Shackelford, and dated as of February 18, 1998, between CNL
                  American  Properties  Fund,  Inc.  and  Curtis  B.  McWilliams
                  (Included  as Exhibit  10.9 to the  Registrant's  Registration
                  Statement No.
                  333-15411 on Form S-11 and incorporated herein by reference.)

         10.2     Amended and Restated  Agreement of Limited  Partnership of CNL
                  APF Partners, LP (Included as Exhibit 10.50 to Amendment No. 2
                  to the Form S-4 and incorporated herein by reference.)

         10.3     Amended and  Restated  Credit  Agreement  by and among CNL APF
                  Partners,  LP,  Registrant,  First Union National Bank,  First
                  Union Capital Markets Group,  Banc of America  Securities LLC,
                  NationsBank,   N.A.,  The  Chase   Manhattan  Bank  and  other
                  financial  institutions,  dated  June  9,  1999  (Included  as
                  Exhibit  10.51  to  Amendment  No.  1  to  the  Form  S-4  and
                  incorporated herein by reference.)

         10.4     First Amendment to Amended and Restated Credit Agreement dated
                  as of December 31, 1999 between CNL APF Partners, LP and First
                  Union National Bank, as Agent (filed herewith.)

         10.5     Franchise  Receivable Funding and servicing Agreement dated as
                  of October 14, 1999 between CNL APF  Partners,  LP and Neptune
                  Funding Corporation (filed herewith.)

         10.6     Interim Wholesale  Mortgage  Warehouse and Security  Agreement
                  dated as of September 18, 1998, and Amended Agreement dated as
                  of August 30, 1999 between CNL APF Partners, LP and Prudential
                  Securities Credit Corporation (filed herewith.)

         10.7     1999  Performance  Incentive Plan (Included as Exhibit 10.1 to
                  Amendment  No. 1 to the Form S-4 and  incorporated  herein  by
                  reference.)

         10.8     Registration  Rights  Agreement  by and among the  Registrant,
                  Robert A. Bourne, Curtis B. McWilliams, John T. Walker, Howard
                  Singer, Steven D. Shackelford and CNL Group, Inc., dated as of
                  March 11, 1999  (Included as Exhibit  10.40 to Amendment No. 1
                  to the Form S-4 and incorporated herein by reference.)

         10.9     Registration  Rights  Agreement  by and among the  Registrant,
                  Five Arrows Realty Securities  L.L.C.,  James M. Seneff,  Jr.,
                  Robert A. Bourne,  Curtis B.  McWilliams and CNL Group,  Inc.,
                  dated as of March  11,  1999  (Included  as  Exhibit  10.41 to
                  Amendment  No. 1 to the Form S-4 and  incorporated  herein  by
                  reference.)

         10.10    Employment  Agreement by and between Curtis B.  McWilliams and
                  the Registrant,  dated September 15, 1999 (Included as Exhibit
                  10.42 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.11    Employment  Agreement by and between Steven D. Shackelford and
                  the Registrant,  dated September 15, 1999 (Included as Exhibit
                  10.43 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.12    Employment  Agreement  by and  between  John T. Walker and the
                  Registrant,  dated  September  15, 1999  (Included  as Exhibit
                  10.44 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.13    Employment  Agreement by and between  Howard J. Singer and the
                  Registrant,  dated  September  15, 1999  (Included  as Exhibit
                  10.45 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.14    Employment  Agreement  by and  between  Barry L.  Goff and the
                  Registrant,  dated  September  15, 1999  (Included  as Exhibit
                  10.46 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.15    Employment  Agreement by and between  Robert W. Chapin and the
                  Registrant,  dated  September  15, 1999  (Included  as Exhibit
                  10.47 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.16    Employment Agreement by and between Timothy J. Neville and the
                  Registrant,  dated  September  15, 1999  (Included  as Exhibit
                  10.48 to  Amendment  No.  2 to the  Form S-4 and  incorporated
                  herein by reference.)

         10.17    Holdback   Agreement   by  and   among  the   Registrant   and
                  Stockholders, dated August 31, 1999 (Included as Exhibit 10.56
                  to Amendment No. 2 to the Form S-4 and incorporated  herein by
                  reference.)

         21       Subsidiaries of the Registrant (Filed herewith.)

         27       Financial Data Schedule (Filed herewith.)