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): January 20, 2000
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 January 20, 2000, USP Real Estate Investment Trust
announced that it signed a contract to sell all of its
assets to AEGON USA Realty Advisors, the Trust's
advisor. Terms of the offer were not disclosed. The
sale and proposed liquidation is subject to, among
other things, shareholder approval. This event was
reported in a news release issued January 20, 2000. A
copy of the news release is included herein as an
exhibit to this report.
On January 25, 2000, USP Real Estate Investment Trust
announced that due to the anticipated sale of all of
the Trust's real estate assets to AEGON USA Realty
Advisors, regular quarterly distributions have been
suspended. This event was reported in a news release
issued January 25, 2000. The news release also
included a report on operating results for the fourth
quarter and year ended December 31, 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 January 20, 2000.
(99.1) News release dated January 25, 2000.
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: February 1, 2000
EXHIBIT INDEX
Exhibit Item Title or Description
99 News release dated January 20, 2000
99.1 News release dated January 25, 2000
EXHIBIT 99
CONTACT: Alan F. Fletcher
Vice President and Treasurer
(319) 398-8849
FOR IMMEDIATE RELEASE
USP SIGNS CONTRACT TO SELL ALL ASSETS
CEDAR RAPIDS, IOWA -- January 20, 2000 -- USP Real Estate
Investment Trust today announced that it has signed a contract to
sell all of the Trust's real estate assets to AEGON USA Realty
Advisors, the Trust's advisor. This transaction was announced in
August last year with the signing of a letter of intent.
The sale of assets and anticipated liquidation of the Trust is
subject to, among other things, shareholder approval. Other
terms of the sale were not disclosed, pending a filing with the
Securities and Exchange Commission.
The transaction is anticipated to be completed early in the
second quarter this year, resulting in an expected liquidating
distribution in excess of $6.00 per share after all transaction
costs have been paid. The Trust has 3,880,000 total shares
issued and outstanding.
USP Real Estate Investment Trust is headquartered in Cedar
Rapids, Iowa. Shares are traded on the Nasdaq SmallCap Market
under the symbol USPTS.
####
EXHIBIT 99.1
CONTACT: Alan F. Fletcher
Vice President and Treasurer
(319) 398-8849
FOR IMMEDIATE RELEASE
USP TRUST REPORTS ANNUAL RESULTS FOR 1999
CEDAR RAPIDS, IOWA--January 25, 2000--USP Real Estate Investment
Trust reported net earnings of $157,259 ($.04 per share) for the
fourth quarter ended December 31, 1999, bringing annual net
earnings to $1,061,376 ($.27 per share). In 1998, net earnings
were $738,861 ($.19 per share) and $1,472,257 ($.38 per share)
for the three and twelve month periods, respectively. The fourth
quarter and annual net earnings for 1998 include a net gain on
sale of $528,282 ($.14 per share). Funds from operations
(earnings from operations plus depreciation) were $1,719,927 for
the year 1999 compared to $1,775,307 in 1998.
As previously announced, the Trust has signed a contract to sell
all of its real estate assets to AEGON USA Realty Advisors, the
Trust's advisor. The sale and proposed liquidation is subject
to, among other things, shareholder approval. The transaction is
anticipated to be completed early in the second quarter this
year, resulting in an expected liquidating distribution in excess
of $6.00 per share. Due to the pending transaction, regular
quarterly distributions have been suspended.
USP Real Estate Investment Trust is headquartered in Cedar
Rapids, Iowa. Shares are traded on the Nasdaq SmallCap Market
under the symbol USPTS.
USP Real Estate Investment Trust
Results of Operations
(Unaudited)
Per Per
Quarter ended December 31, 1999 Share 1998 Share
Revenue $ 1,110,939 $ 1,211,850
Expenses 953,680 1,001,271
Earnings from operations $ 157,259 .04 $ 210,579 .05
Net gain on sale of property -- -- $ 528,282 .14
Net earnings* $ 157,259 .04 $ 738,861 .19
Funds from operations** $ 321,493 .08 $ 417,565 .11
Dividends to shareholders $ 310,400 .08 $ 310,400 .08
Per Per
Year ended December 31, 1999 Share 1998 Share
Revenue $ 4,581,168 $ 5,331,955
Expenses 3,519,792 4,387,980
Earnings from operations $ 1,061,376 .27 $ 943,975 .24
Net gain on sale of property $ -- -- $ 528,282 .14
Net earnings* $ 1,061,376 .27 $ 1,472,257 .38
Funds from operations** $ 1,719,927 .44 $ 1,775,307 .46
Dividends to shareholders $ 1,241,600 .32 $ 1,241,600 .32
*Net earnings per share are on a basic and diluted basis.
**Represents earnings from operations plus depreciation.
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