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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be included in statements filed pursuant to Rule 13d-1(a)
and amendments thereto filed pursuant to Rule 13d-2(a)
Under the Securities and Exchange Act of 1934
(Amendment No. 6 )*
USP Real Estate Investment Trust
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(Name of Issuer)
Shares of Beneficial Interst
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(Title of Class of Securities)
903370-10-4
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g)check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 903370-10-4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 435,081
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 435,081
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,081
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 903370-10-4
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This Amendment No. 6 to Schedule 13D Statement is filed on behalf of
Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"),
for the purpose of reporting certain acquisitions by the Fund of shares of
beneficial interest, $1.00 par value per share (the "Shares"), of USP Real
Estate Investment Trust, an Iowa trust ("USP"), and reporting certain events
that took place at the Annual Meeting of Shareholders of USP on July 14, 1998
(the "Annual Meeting").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended and supplemented as follows:
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $125,281 with
working capital of the Fund.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented as follows:
At the Annual Meeting, after the vote was taken to elect the current
trustees, Richard M. Osborne, the sole Manager of the Fund, proposed that he be
placed on the Board of Trustees of USP as an additional trustee. At the Annual
Meeting, Mr. Osborne also (1) suggested that the Board of Trustees consider
refinancing USP's existing indebtedness, all of which he believes is currently
at above-market interest rates, and (2) requested a copy of USP's shareholder
list, which USP has supplied to Mr. Osborne.
In Item 4 of Amendment No. 5 to Schedule 13D filed on June 22, 1998
("Amendment No. 5"), the Fund and Mr. Osborne stated that if the Fund
determined to make additional purchases of the Shares, it would continue to
review the real estate investment trust ("REIT") requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), to insure that the REIT status of
USP is not jeopardized. The Fund and Mr. Osborne believe that the purchases of
Shares reported herein comply with the Code's REIT requirements and the terms
of Section 2.6 of the Amended and Restated Declaration of Trust of USP, as
amended. The Fund will continue to review the REIT requirements of the Code to
insure that the REIT status of USP is not jeopardized.
As noted in the original Schedule 13D filed by the Fund and Mr. Osborne on
June 27, 1997 with respect to USP, the Fund and Mr. Osborne reserve the right
to modify their plans and proposals described in this Item 4. Further, subject
to applicable laws and regulations, they may formulate plans and proposals that
may result in the occurrence of an event set forth in Item 4 of Schedule 13D.
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CUSIP No. 903370-10-4
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Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended and supplemented as follows:
(a) According to the most recently available filing with the Securities
and Exchange Commission by USP, there are 3,880,000 Shares outstanding.
For purposes of Section 13(d) of the Exchange Act, the Fund beneficially
owns 435,081 Shares, or approximately 11.2%, of the outstanding Shares. As
sole Manager of the Fund, Mr. Osborne may be deemed for purposes of Section
13(d) of the Exchange Act to beneficially own all the Shares owned by the
Fund.
(b) Mr. Osborne, as sole Manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, any Shares owned by the Fund.
(c) Since the filing of Amendment No. 5, the Fund has purchased 26,700
Shares in open market transactions as set forth below:
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
June 23, 1998 4,000 $4.72
July 17, 1998 22,700 $4.69
(d) Not Applicable.
(e) Not Applicable.
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CUSIP No. 903370-10-4
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1998 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
