UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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USP Real Estate Investment Trust
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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USP Real Estate Investment Trust
4333 Edgewood Road N.E. Cedar Rapids, Iowa 52499-5441
June 30, 1998
To the Shareholders:
You have previously received a Proxy Statement dated June 5, 1998, of USP
Real Estate Investment Trust (the "Trust") relating to the Trust's Annual
Meeting scheduled to be held July 14, 1998. The section captioned
"Principal Shareholders" contained in the Proxy Statement is hereby revised
to read as follows:
PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to each person
and group (as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) known by the Trust to be the beneficial owner of more
than five percent (5%) of the outstanding shares of the Trust as of June 5,
1998.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
AEGON USA, Inc. (1) 1,197,260 30.86%
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
Turkey Vulture Fund XIII, Ltd(2) 363,681 9.37%
(1) AEGON USA, Inc. is an indirect, wholly-owned subsidiary of AEGON N.V.,
a holding company organized under the laws of The Netherlands which is
controlled by Vereninging AEGON, an association organized under the laws
of The Netherlands. AEGON USA, Inc. has sole voting and investment powers
with respect to the above Shares.
(2) The Turkey Vulture Fund XIII, Ltd. (the "Fund") is managed by Richard
M. Osborne, c/o Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East
9th Street, Cleveland, Ohio 44114. The table sets forth the number of
Shares beneficially owned by the Fund as of April 24, 1998. This
information was obtained from, and is qualified in its entirety by
reference to, Schedule 13D (Amendment No. 4) dated April 24, 1998, filed
with the Securities and Exchange Commission.
Additionally, please be advised that subsequent to the date of the Proxy
Statement, the Turkey Vulture Fund XIII, Ltd. has filed a Schedule 13D
(Amendment No. 5) with the Securities and Exchange Commission dated June
22, 1998, indicating that the Fund now beneficially owns 408,381 Shares,
which represents 10.53% of the outstanding shares of beneficial interest in
the Trust.
FOR THE BOARD OF TRUSTEES
Maureen DeWald
Vice President and Secretary
