SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 16, 1999
USP REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
Iowa 0-7589 42-6149662
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4333 Edgewood Road N.E., 52499
Cedar Rapids, Iowa (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (319) 398-8975
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 16, 1999, USP Real Estate Investment Trust
announced that it executed a letter of intent to sell all of
its assets to AEGON USA Realty Advisors, the Trust's
advisor. Terms of the offer were not disclosed. The
agreement in principal, which is subject to negotiation of a
definitive agreement and shareholder approval, is expected
to result in a liquidating distribution to USP shareholders
in excess of $6.00 per share after all transaction costs
have been paid. This event was reported in a news release
issued August 16, 1999. A copy of the news release is
included herein as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99) News release dated August 16, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
USP REAL ESTATE INVESTMENT TRUST
/s/ Alan F. Fletcher
Alan F. Fletcher
Vice President and Treasurer
(principal financial officer)
/s/ Roger L. Schulz
Roger L. Schulz
Controller
(principal accounting officer)
Dated: August 17, 1999
EXHIBIT INDEX
Exhibit Item Title or Description
99 News release dated August 16, 1999
EXHIBIT 99
CONTACT: Alan F. Fletcher
Vice President and Treasurer
(319) 398-8849
FOR IMMEDIATE RELEASE
USP AGREES TO SELL ALL ASSETS
CEDAR RAPIDS, IOWA -- August 16, 1999 -- USP Real Estate
Investment Trust today announced that it has executed a
letter of intent to sell all of its assets to AEGON USA
Realty Advisors, the Trust's advisor. Terms of the offer
were not disclosed.
The agreement in principal, which is subject to negotiation
of a definitive agreement and shareholder approval, is
expected to result in a liquidating distribution to USP
shareholders in excess of $6.00 per share after all
transaction costs have been paid. USP has 3,880,000 total
shares issued and outstanding. The closing sales price for
USP shares on the Nasdaq SmallCap Market on August 16, 1999
was $4.25 per share.
It is anticipated that the transaction will be completed
before December 31, 1999. AEGON USA Realty Advisors is
acquiring the assets for investment purposes.
USP Real Estate Investment Trust is headquartered in Cedar
Rapids, Iowa. Shares are traded on the Nasdaq SmallCap
Market under the symbol USPTS.
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