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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Section 240.13e-3) thereunder)
(Amendment No. 1)
USP REAL ESTATE INVESTMENT TRUST
(Name of Issuer)
USP REAL ESTATE INVESTMENT TRUST
AEGON USA Realty Advisors, Inc.
(Name of Person(s) Filing Statement)
Shares of Beneficial Interest, $1.00 par value per share
(Title of Class of Securities)
903370-10-4
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(CUSIP Number of Class of Securities)
Alan F. Fletcher Maureen DeWald
USP Real Estate Investment Trust AEGON USA Realty Advisors, Inc.
4333 Edgewood Road N.E. 4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5556 Cedar Rapids, IA 52499-5555
(319) 398-8849 (319) 398-8818
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with copies to:
Timothy S. Hearn, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55420
(612) 340-7802
Fax: (612) 340-8827
This statement is filed in connection with:
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
Transaction Valuation: $33,500,000* Amount of Filing Fee: $6,700
* For purposes of calculating fee only. This amount assumes a cash payment of
$33,500,000 to the registrant for the assets to be sold.
[X] Check box if any part of the fee is offset as provided in Rule 0-11 (a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $6,700
Form or Registration No.: Schedule 14A
Filing Party: USP Real Estate Investment Trust
Date Filed: January 20, 2000
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Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13e-3)
Introduction
This Rule 13E-3 Transaction Statement (the "Statement") is being
filed in connection with the proposed sale of assets (the "Asset Sale") by
USP Real Estate Investment Trust, an Iowa common law business trust (the
"Issuer"), to AEGON USA Realty Advisors, Inc., and Iowa corporation ("AEGON
Advisors") pursuant to the terms and conditions of Real Estate Sale and
Purchase Agreement dated January 20, 2000 (the "Purchase Agreement"), a copy
of which is referenced in Exhibit (c). Upon completion of the Asset Sale, the
Trust intends, subject to shareholder approval, to distribute the net
proceeds of the Asset Sale, plus any other cash held by the Trust, less any
cash retained to satisfy creditors, to its shareholders (the "Liquidation"),
resulting in the termination of the Trust.
The Cross Reference Sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Issuer's proxy
statement (the "Proxy Statement"), concurrently being filed with the
Securities and Exchange Commission (the "SEC") in connection with the
proposed Asset Sale and Liquidation of information required to be included in
response to items of this Statement. A copy of the Proxy Statement is
referenced in Exhibit (d). The information in the Proxy Statement, including
all exhibits thereto, is hereby expressly incorporated herein by reference
and the responses to each item are qualified in their entirety by the
provisions of the Proxy Statement. All information in, or incorporated by
reference in, the Proxy Statement or this Statement concerning the Issuer or
its advisors, or actions or events with respect to any of them, was provided
by the Issuer, and all information in, or incorporated by reference in, the
Proxy Statement or this Statement concerning AEGON Advisors or its
affiliates, or actions or events with respect to any of them, was provided by
AEGON Advisors. The Proxy Statement incorporated by reference in this filing
is in preliminary form and is subject to completion or amendment. Capitalized
terms used but not defined in this Statement shall have the respective
meanings given them in the Proxy Statement.
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Schedule 13e-3 Item Number and Response and/or Location in Proxy Statement (for
incorporation by reference)
Item 1. Issuer and Class of Security subject to the Transaction
(a) ..........................The name of the issuer is USP Real Estate
Investment Trust, an Iowa common law trust, and
the address of its principal executive offices is
4333 Edgewood Road N.E., Cedar Rapids, Iowa
52499-5441.
(b) .........................."The Special Meeting--Record Date; Shareholder
Approval" and "Market Price Information," which
information is incorporated herein by this
reference.
(c) .........................."Market Price Information," which information is
incorporated herein by this reference.
(d) .........................."Market Price Information," which information is
incorporated herein by this reference.
(e) ..........................Not applicable.
(f) ..........................Not applicable.
Item 2. Identity and Background
(a)-(d), (g) .................Front Cover Page, "Summary of the Proxy
Statement--The Parties," "Management of the Trust
and AEGON Advisors," "Principal Shareholders" and
"Ownership of Shares by Trustees and Officers,"
which information is hereby incorporated herein by
this reference.
(e), (f) .....................During the last five years, none of the Issuer,
AEGON Advisors, AEGON USA, Inc., AEGON N.V. nor,
to the best of the Issuer's or AEGON Advisors'
knowledge, their respective executive officers and
directors has been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in such person
being subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state
securities laws or a finding of any violation with
respect to such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) ......................."The Trust," which information is incorporated
herein by this reference.
(a)(2), (b) ..................."Special Factors--Background of the Asset Sale,"
"Special Factors--Conflicts of Interest," "Summary
of Material Features of the Asset Sale," and
"Annex C--Real Estate Sale and Purchase Contract,"
which information is incorporated herein by this
reference.
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Item 4. Terms of the Transaction
(a) .........................."Summary of Material Features of the Asset Sale,"
and "Annex C--Real Estate Sale and Purchase
Contract," which information is incorporated
herein by this reference.
(b) .........................."Summary of the Proxy Statement--Potential
Detriments and Benefits of the Asset Sale and the
Liquidation to Unaffiliated Shareholders; Benefits
to Insiders," "Special Factors--Conflicts of
Interests," which information is incorporated
herein by this reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(g) ......................"Summary of the Proxy Statement-- Purpose of the
Asset Sale," "Summary of the Proxy Statement--
Liquidation Procedures," "The Special
Meeting--Proposal to be Considered at the Special
Meeting," "Summary of Material Features of the
Asset Sale--The Purchase Agreement," "Special
Factors--Purpose and Structure of the Asset Sale"
and "The Liquidation," which information is
incorporated herein by this reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) .........................."Summary of Material Features of the Asset
Sale--Financing of the Asset Sale; Source of
Funds," which information is incorporated herein
by this reference.
(b) .........................."Expenses of the Transaction," which information
is incorporated herein by this reference.
(c), (d)......................Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a)-(c) ......................"Summary of the Proxy Statement-- Purpose of the
Asset Sale," "Special Factors--Background of the
Asset Sale," "Special Factors--Purpose and
Structure of the Asset Sale," "Special
Factors--The Trust's Reasons for the Asset Sale"
and "Special Factors--Unsolicited Offers from
Third Parties," which information is incorporated
herein by this reference.
(d) .........................."Questions and Answers about the Asset Sale and
Liquidation," "Summary of the Proxy Statement--
Potential Detriments and Benefits of the Asset
Sale and the Liquidation to Unaffiliated
Shareholders; Benefits to Insiders," "Special
Factors--Purpose and Structure of the Asset Sale,"
"Summary of Material Features of the Asset
Sale--Federal Income Tax Consequences" and "The
Liquidation" which information is incorporated
herein by this reference.
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Item 8. Fairness of the Transaction
(a) .........................."Summary of the Proxy Statement-- Recommendation
of the Trust's Board of Trustees," "Special
Factors--The Trust's Reasons for the Asset Sale,"
"Special Factors--Opinion of Financial Advisor"
and "Special Factors--Perspective of AEGON
Advisors and its Affiliates on the Fairness of the
Asset Sale," which information is incorporated
herein by this reference.
(b) .........................."Summary of the Proxy Statement-- Potential
Detriments and Benefits of the Asset Sale and the
Liquidation to Unaffiliated Shareholders; Benefits
to Insiders," "Special Factors--Opinion of
Financial Advisor," "Special Factors--Background
of the Asset Sale," "Special Factors--The Trust's
Reasons for the Asset Sale," "Special
Factors--Perspective of AEGON Advisors and its
Affiliates on the Fairness of the Asset Sale," and
"Annex B--Opinion of Raymond James & Associates,
Inc.," which information is incorporated herein by
this reference.
(c) .........................."The Special Meeting--Record Date; Shareholder
Approval," which information is incorporated
herein by this reference.
(d) .........................."Special Factors--Background of the Asset Sale"
and "Special Factors--The Trust's Reasons for the
Asset Sale," which information is incorporated
herein by this reference.
(e) .........................."Special Factors--The Trust's Reasons for the
Asset Sale," which information is incorporated
herein by this reference.
(f)...........................Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c) ......................"Summary of the Proxy Statement-- Opinion of the
Trust's Financial Advisor," "Special
Factors--Background of the Asset Sale," "Special
Factors--Perspective of AEGON Advisors and its
Affiliates on the Fairness of the Asset Sale,"
"Special Factors--Opinion of Financial Advisor"
and "Annex B--Opinion of Raymond James &
Associates, Inc.," which information is
incorporated herein by this reference.
Item 10. Interest in Securities of the Issuer
(a) .........................."Principal Shareholders" and "Ownership of Shares
by Trustees and Officers," which information is
incorporated herein by this reference.
(b)...........................Not applicable.
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Item 11. Contracts, Arrangements
"Special Factors--Conflicts of Interest," "Summary of Material Features of the
Asset Sale--The Purchase Agreement," and "Principal Shareholders," which
information is incorporated herein by this reference.
Item 12. Present Intention and Recommendation of Certain Persons With Regard
to the Transaction
(a), (b) ....................."The Special Meeting--Record Date; Shareholder
Approval" and "Special Factors--Conflicts of
Interest," which information is incorporated
herein by this reference.
Item 13. Other Provisions of the Transaction
(a) .........................."Summary of Material Features of the Asset
Sale--Absence of Appraisal Rights," which
information is incorporated herein by this
reference.
(b), (c)......................Not applicable.
Item 14. Financial Information
"Selected Financial Data," "Pro Forma Financial Information," and "Annex
A--Annual Report on Form 10-K for the year ended December 31, 1999," which
information is incorporated herein by this reference.
Item 15. Person and Assets Employed, Retained or Utilized
(a), (b) ....................."The Special Meeting--Proxies" and "Cost and
Method of Proxy Solicitation," which information
is incorporated herein by this reference.
Item 16. Additional Information
See the text of the Proxy Statement.
Item 17. Materials to be Filed
Exhibit Number and Description
Exhibit (b) ...............Opinion of Raymond James & Associates, Inc.
(Incorporated herein by reference to Annex B to
the Proxy Statement).
Exhibit (c) ...............Real Estate Sale and Purchase Contract, dated as
of January 20, 2000, executed by and between USP
Real Estate Investment Trust and AEGON
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USA Realty Advisors, Inc. (Incorporated herein
by reference to Annex C to the Proxy Statement).
Exhibit (d) ...............Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A filed by Issuer on April 13, 2000
(Incorporated herein by reference).
After due 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.
USP REAL ESTATE INVESTMENT TRUST
Date: April 13, 2000
Signature: /s/ Alan F. Fletcher
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Name and Title: Alan F. Fletcher, Vice President
and Treasurer
AEGON USA REALTY ADVISORS, INC.
Date: April 13, 2000
Signature: /s/ David L. Blankenship
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Name and Title: David L. Blankenship, President
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